CONVERSION NOTICE. The undersigned holder of this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

Appears in 3 contracts

Samples: Hub International LTD, Hub International LTD, Hub International LTD

CONVERSION NOTICE. ~~The undersigned holder~~ To convert this Security into Common Stock of the Company, check the box: [ ] To convert only part of this ~~Debenture hereby irrevocably converts the Debenture~~Security, ~~or any portion of~~ state the principal amount ~~at Maturity hereof~~ to be converted (must be $1,000 or a multiple of $1,000): $____________. If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: --------------------------------- -------------------------------------- (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: -------------------------------------------------- * Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. OPTION TO ELECT REPURCHASE UPON A CHANGE OF CONTROL To: ChipPAC, Inc. The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from ChipPAC, Inc. (the "COMPANY") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, ~~into Common Shares of the Company~~ in accordance with the terms of the Indenture referred to in this ~~Debenture, and directs that such shares~~Security at the Change in Control Purchase Price, together with ~~a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount~~ accrued interest to, but excluding, such date, to the registered Holder hereof~~, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below~~. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. DatedDate: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ----------------------------- ------------------------------------------ Signature(s) ~~If Common Shares or Debentures are~~ Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to ~~be registered in If only a portion~~ Rule 17Ad-15 under the Securities Exchange Act of ~~the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: -------------------------------------~~ 1934. ------------------------------------------ Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on redeemed(in an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of ~~US$~~$1,000., if less than all): ----------------------------------- NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever. SCHEDULE OF EXCHANGES OF SECURITIES(4) The following exchanges, redemptions, repurchases or conversions of a part of this global Security have been made: Principal Amount of this Global Security Following Such Amount of Decrease in Amount of Increase in Decrease Date of Exchange Authorized Signatory of Principal Amount of this Principal Amount of this (or Increase) Securities Custodian Global Security Global Security -------------------------- ----------------------- ------------------------ ------------------------

Appears in 2 contracts

Samples: Registration Rights Agreement (Citigroup Inc), Citigroup Inc

CONVERSION NOTICE. ~~The undersigned holder~~ To convert this Note, check the box: To convert only part of this ~~Debenture hereby irrevocably converts the Debenture~~Note, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if state the principal amount to be converted ~~is any~~ (must be a minimum of $1,000 principal amount or an integral multiple of ~~US$1,000~~$1,000 principal amount): $ . This Conversion Notice is being delivered in connection with the following: ¨ Make-Whole Change of Control If delivered in connection with either a Make-Whole Change of Control and, if applicable, such conversion will occur after the Conversion Termination Notice Date and on or before the Conversion Termination Date, the undersigned hereby elects to receive the following: ¨ Make-Whole Shares ¨ Coupon Make-Whole Payment If you want the stock certificate made out in another person’s name or Cash in lieu of fractional shares of Common Stock paid to another person, fill in the form below: (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him or her. Your Signature: Date: (Sign exactly as your name appears on the other side of this Note) *Signature guaranteed by: By: * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. Schedule I* No. The initial principal amount of this Global Note is $ . Date Principal Amount of this Global Note Notation Explaining Change in Principal Amount Authorized Signature of Trustee * This schedule should be included only if the Note is a Global Note. EXHIBIT B DTC LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. EXHIBIT C OID LEGEND THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS SECURITY, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF CALLAWAY GOLF COMPANY AT 0000 XXXXXXXXXX XXXX, CARLSBAD, CALIFORNIA (FACSIMILE: (000) 000-0000) EXHIBIT D TRANSFER RESTRICTION LEGEND THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON THE CONVERSION OF THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION RIGHTS UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a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e: 3.75% Convertible Senior Notes due August 15, 2019 (the “Notes”) of Callaway Golf Company This certificate relates to $ principal amount of Notes owned in (check applicable box) book-entry or definitive form by(the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Notes as provided in Section 2.13 of the Indenture dated as of August 29, 2012 between Callaway Golf Company and Wilmington Trust, National Association, as trustee (the “Indenture”), and the transfer of such Note is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box): Such Note is being transferred pursuant to an effective registration statement under the Securities Act. Such Note is being transferred outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act. Such Note is being acquired for the Transferor’s own account, without transfer. Such Note is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. Such Note is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. Such Note is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Note will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. Date: (Insert Name of Transferor)

Appears in 2 contracts

Samples: Callaway Golf Co, Callaway Golf Co

CONVERSION NOTICE. The undersigned holder of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or any portion of the principal amount ~~at Maturity~~ hereof (which is U.S.$1,000 or an integral multiple of US U.S.$1,000 in excess thereof, PROVIDED that the unconverted portion of such principal amount is U.S. $~~1,000~~1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that such shares, together with a ~~Cheque~~ check in payment for any fractional ~~shares~~ share and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common ~~Shares~~ Stock or ~~Debentures~~ Notes are to be registered in the name of a Person other than the ~~undersigned~~ undersigned, (~~which other Person the undersigned acknowledges may only be an affiliate of the undersigned),~~ a) the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ------------------------------- ------------------------------------- ------------------------------------- Signature(s) If ~~Common Shares~~ shares or ~~Debentures~~ Notes are to be registered in ~~If only a portion of the Debenture is to be converted,~~ the name of a Person other than the ~~Holder~~holder, please ~~indicate:~~ print such Person's name and address: ~~------------------------------------- Principal amount to be converted:~~ --------------------------------------- Name ~~US$ -------------------------------- (US$1,000 denomination~~ --------------------------------------- Address --------------------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer~~ other Identification Number, if any ~~The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make,~~ --------------------------------------- Signature Guaranteed If only a ~~payment of interest, calculated in the normal course, on the outstanding principal for that~~ portion of the ~~period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that~~ Notes is ~~converted shall be entitled to interest up to the Conversion Date, such interest~~ to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.please indicate:

Appears in 2 contracts

Samples: Indenture (Ibasis Inc), Ibasis Inc

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned ~~holder~~ Holder of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock plus cash in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and/or the plus cash amount, as applicable, and any ~~Debentures~~ Note representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s)~~ By: --------------------- Signature of Registered Holder* If ~~Common Shares~~ shares or ~~Debentures~~ Notes are to be registered in ~~If only a portion of the Debenture is~~ Principal amount to be ~~converted,~~ converted the name of a Person other than the Holder, (if less than all): $___,000 please ~~indicate:~~ print such Person's name and address: ~~------------------------------------- Principal amount to be converted:~~ ------------------------------------------- Name ~~US$ -------------------------------- (US$1,000 denomination~~ ------------------------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number ------------------------------------------- Street Address ------------------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Notes are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 2 contracts

Samples: Transwitch Corp /De, Transwitch Corp /De

CONVERSION NOTICE. ~~The undersigned holder~~ To convert this Note into Common Stock of the Company, check the box: [ ] To convert only part of this ~~Debenture hereby irrevocably converts the Debenture~~Note, ~~or any portion of~~ state the principal amount ~~at Maturity hereof~~ to be converted (must be $1,000 or a integral multiple of $1,000): $____________. If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: --------------------------- -------------------------------------- (Sign exactly as your name appears on the other side of this Note) *Signature guaranteed by: By: ---------------------------- * The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee. OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: Valeant Pharmaceuticals International The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Valeant Pharmaceuticals International (the "Company") and Ribapharm Inc. ("Ribapharm") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company and Ribapharm to purchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, ~~into Common Shares of the Company~~ in accordance with the terms of the Indenture referred to in this ~~Debenture, and directs that such shares~~Security at the Change in Control Purchase Price, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxesaccrued interest, if any, ~~payable with respect thereto~~to, but excluding, such date, to the registered Holder hereof. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ____________ _________________________________ _________________________________ Signature(s) ~~If Common Shares or Debentures are~~ must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to ~~be registered in If only a portion~~ Rule 17Ad-15 under the Securities Exchange Act of ~~the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: -------------------------------------~~ 1934. _________________________________ Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion purchased (in ~~whole or in part) other than on~~ an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of ~~US$~~$1,000., if less than all): _________________________________

Appears in 2 contracts

Samples: Valeant Pharmaceuticals International, Valeant Pharmaceuticals International, Inc.

CONVERSION NOTICE. To DDi Corp.: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture and the Supplemental Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $_____________ Owner: Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ----------------------------- ---------------------------------------- ---------------------------------------- Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad- 15 under the Securities Exchange Act of 1934 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. ---------------------------------------- Signature Guaranty Fill in for ~~conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment~~ registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and ~~deliver~~ Security if to be issued otherwise than to the registered Holder~~, at the expense of the Company, a new Debenture~~ . ---------------------------------------- (Name) ---------------------------------------- Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number ---------------------------------------- (Address) ----------------------------------------

Appears in 2 contracts

Samples: Ddi Corp, Ddi Corp

CONVERSION NOTICE. To: Atmel Corporation The undersigned registered holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 principal amount or an integral multiple ~~of US $1,000~~thereof) below designated, ~~into~~ for shares of Common ~~Shares~~ Stock of ~~the Company~~ Atmel Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. ~~Dated~~Date: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are~~ ______________________________________ Name: __________________________ Signature: _____________________ Fill in name and address for registration of shares if to be ~~registered in If only a portion of the Debenture is~~ delivered to, and Securities if to be ~~converted,~~ issued to and in the name of ~~a Person~~ an entity other than the ~~Holder, please indicate~~registered holder: ~~print such Person's name and address~~Name: ~~-------------------------------------~~ ______________________________________ Street Address: ____________________________ City: ______________________________________ Social Security or Other Taxpayer Identification Number: _____________________ Principal amount to be ~~converted~~converted (if less than all): $_____,000 -Conversion Notice- [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: ~~Name US$ --------------------------------~~ Atmel Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Atmel Corporation (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem this Security, or the portion hereof (which is $1,000 ~~denomination~~ Principal Amount or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled~~ Indenture referred to ~~receive the Common Shares issuable upon conversion shall~~ in this Security. Dated: _____________________________ Name: ______________________________ Signature(s): ______________________ Signature(s) must be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holderguaranteed by an eligible Guarantor Institution (a bank, a ~~certificate~~ stock broker, a savings and loan association or ~~certificates for the number of full~~ a credit union) with membership in an approved signature guarantee program pursuant to Securities and Exchange Commission Rule 17Ad-15) if shares of Common ~~Shares issuable upon conversion~~Stock are to be issued, ~~together with payment~~ or Securities to be delivered, other than to or in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the ~~Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture~~registered holder. ~~The Debenture may be converted in part, but only if the principal~~ By: _________________________________ Signature Guarantor Principal amount to be ~~converted is any integral multiple of US$1,000.~~redeemed (if less than all): $________________ Social Security or Other Taxpayer Identification Number: ______________ - Redemption Election -

Appears in 2 contracts

Samples: Indenture (Atmel Corp), Indenture (Atmel Corp)

CONVERSION NOTICE. TO: NII HOLDINGS, INC. WILMINGTON TRUST COMPANY The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ NII Holdings, Inc. and/or cash in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable and/or cash payable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted or a check for cash payable are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________ Name of holder or underlying participant of Depository Signature(s) If Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: (Name) (Street Address) (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.:

Appears in 2 contracts

Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)

CONVERSION NOTICE. To Micron Technology, Inc.: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered (other than during an Extension Period) on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ __________ Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :___________ _________________________ _________________________ Signature(s) If must be guaranteed by a qualified guarantor institution if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. _________________________ Signature Guaranty Fill in for ~~conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment~~ registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and ~~deliver~~ Security if to be issued otherwise than to the registered Holder~~, at the expense of the Company, a new Debenture~~ . _________________________ ___________________________________ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number _________________________ (Address)

Appears in 2 contracts

Samples: Micron Technology Inc, Micron Technology Inc

CONVERSION NOTICE. To: IOMEGA CORPORATION The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Iomega Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will check the appropriate box below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ________________________ _______________________________________ _______________________________________ Signature(s) If Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the ~~Holder~~name of the registered holder: _______________________________ (Name) _______________________________ (Xxxxxx Xxxxxxx) _______________________________ (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $_____________ __________________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

Appears in 1 contract

Samples: Iomega Corp

CONVERSION NOTICE. To Quantum Corporation: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ ------------ Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ------------- ----------------------------------------------- ----------------------------------------------- Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. ----------------------------------------------- Signature Guaranty Fill in for ~~conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment~~ registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and ~~deliver~~ Security if to be issued otherwise than to the registered Holder~~, at the expense of the Company, a new Debenture~~ . ---------------------------------- ---------------------------------- (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number ---------------------------------- (Address) ---------------------------------- -28- 113

Appears in 1 contract

Samples: Reimbursement Agreement (Maxtor Corp)

CONVERSION NOTICE. To: Human Genome Sciences, Inc. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is U.S.$1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The Applicant hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to time, request. Dated: ---------------------------- Signature* ---------------------------- Signature Guaranty If shares or Securities are to be Principal amount to be converted registered in the name of a Person ~~other~~ (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person all): other than the Holder, please ~~indicate:~~ print $_______ ,000 such Person's name and address~~: ------------------------------------- Principal amount to be converted:~~ :* ------------------------------------ -------------------------------------- Name ~~US$ -------------------------------- (US$1,000 denomination~~ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number ------------------------------------ Street Address ------------------------------------ City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved 30 24 signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Human Genome Sciences Inc

Appears in 1 contract

Samples: Vantive Corp

CONVERSION NOTICE. To: SEACOR Holdings, Inc. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time after 60 days following the date of original issuance thereof, into shares of Common ~~Shares~~ Stock (in the form of ~~the Company~~ a Domestic Share Certificate or a Foreign Share Certificate, as applicable) in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. ~~Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are~~ Any amount required to be ~~registered in If only a portion~~ paid by the undersigned on account of interest accompanies this Security. The undersigned (the ~~Debenture is~~ "Applicant") hereby makes application for the issuance of record to ~~be converted,~~ the name of ~~a Person other than~~ the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment Applicant of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number shares of Common ~~Shares (~~Stock and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver hereby certifies to the Company ~~and~~ that: The Applicant IS [_] IS NOT [_] a "Foreigner."* The Applicant WILL [_] WILL NOT [_] hold or control the ~~Company~~shares applied for, or any of them, or any interest in ~~turn~~any of them, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business for or on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction behalf of a ~~share~~"Foreigner." The Applicant hereby agrees that, ~~as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to time, request. DATE: _______________ ---------------------------------- Signature(s) of Applicant (If the Applicant is a ~~new Debenture~~ corporation, partnership or ~~Debentures of authorized denominations in an aggregate principal amount equal to~~ fiduciary, the ~~unconverted portion~~ title of the ~~principal amount~~ Person signing on behalf of ~~such Debenture. The Debenture may~~ the Applicant must be ~~converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000~~stated.)

Appears in 1 contract

Samples: Indenture (Seacor Holdings Inc)

CONVERSION NOTICE. To: Aspect Telecommunications Corporation The undersigned registered holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 principal amount or an integral multiple ~~of US $1,000~~thereof) below designated, ~~into~~ for shares of Common ~~Shares~~ Stock of ~~the Company~~ Aspect Telecommunications Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ -------------------------------------- -------------------------------------- Signature(s) ~~If Common Shares or Debentures are~~ Fill in for registration of shares if to be ~~registered in If only a portion of the Debenture is~~ delivered, and Securities if to be ~~converted,~~ issued other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ------------------------- (Name) ------------------------- (Street Address) ------------------------- (City, ~~please indicate:~~ state and zip code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $___,000 ------------------------------------------- Social Security or Other Taxpayer Identification Number [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: ~~Name US$ --------------------------------~~ Aspect Telecommunications Corporation The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Aspect Telecommunications Corporation (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem this Security, or the portion hereof (which is $1,000 ~~denomination~~ Principal Amount or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled~~ Indenture referred to ~~receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time~~in this Security. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal Dated: ---------------- -------------------------------------- -------------------------------------- Signature(s) Principal amount to be ~~converted is any integral multiple of US$1,000.~~redeemed (if less than all): $____________ ---------------------------------------- Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Aspect Telecommunications Corp

Appears in 1 contract

Samples: Indenture (Affiliated Computer Services Inc)

CONVERSION NOTICE. To: Itron, Inc. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is U.S.$1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time after 60 days following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The Applicant hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to time, request. Dated: _________________________________ Signature* If shares or Securities are to Principal amount to be converted be registered in the name of a ~~Person other~~ (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a all): Person other than the Holder, please ~~indicate:~~ $_______,000 print such Person's name and address~~: ------------------------------------- Principal amount to be converted:~~ :* __________________________________ __________________________________ Name ~~US$ -------------------------------- (US$1,000 denomination~~ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number __________________________________ Street Address __________________________________ City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Itron Inc /Wa/

CONVERSION NOTICE. The ~~undersigned holder of this Debenture~~ undersigned, the Holder, hereby ~~irrevocably converts the Debenture~~elects to exercise conversion rights represented by such Warrant for, ~~or any portion~~ and to purchase thereunder, ____________ units of the ~~principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated~~Common Units covered by such Warrant and herewith requests that appropriate conversion be made to such Warrant and requests that, ~~into Common Shares~~ subject to the terms and conditions of the ~~Company in accordance with the terms of this Debenture~~Warrant, ~~and directs that~~ certificates for such ~~shares, together with a Cheque in payment for any fractional shares~~ units (and any ~~Debentures representing any unconverted principal amount hereof,~~ securities or property deliverable upon such exercise) be ~~delivered to and be registered~~ issued in the name of ~~the~~ and delivered to ______________________ whose address is _______________________________________, and whose social security or employer identification number is ____________ on or before _____________. The undersigned ~~unless a different name has been indicated below. If Common Shares or Debentures are to be registered~~ agrees that, in the ~~name~~ absence of ~~a Person other than the undersigned (which other Person the undersigned acknowledges may only be~~ an ~~affiliate of the undersigned)~~effective registration statement with respect to Common Units issued upon this conversion, the undersigned ~~will pay all transfer taxes~~is acquiring such Common Units for the Holder's own account and not as a nominee for any other party, ~~if any~~for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Units may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, ~~payable~~ THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE OPERATING PARTNERSHIP, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. In addition, the undersigned agrees that, in the absence of an effective registration statement with respect ~~thereto~~to Common Units issued upon this exercise, stop transfer instructions will be entered on the Company's transfer records with respect to Common Units issued upon this exercise. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.-------------------------- Signature guaranteed:

Appears in 1 contract

Samples: Mack Cali Realty Corp

CONVERSION NOTICE. To: Chiron Corporation The undersigned registered holder of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is ~~an integral~~ $1,000 principal amount at maturity or a multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Chiron Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount at maturity hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ----------------------------- ----------------------------- Signature(s) ~~If Common Shares or Debentures are~~ Fill in for registration of shares if to be ~~registered in If only a portion of the Debenture is~~ delivered, and Notes if to be ~~converted,~~ issued other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ----------------------------------- (Name) ----------------------------------- (Street Address) ----------------------------------- (City, ~~please indicate:~~ State and zip code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount at maturity to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $______,000 -------------------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification ~~Number~~Number [FORM OF ASSIGNMENT] For value received _______________________ hereby sell(s), if assign(s) and transfer(s) unto _______________________________ (Please insert social security or other taxpayer identification number of assignee.) the within Note and hereby irrevocably constitutes and appoints ______________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any ~~The Debenture~~transfer of the within Note occurring within three years of the original issuance of such Note, ~~if surrendered for conversion (~~the undersigned confirms that such Note is being transferred: / / To Chiron Corporation or a subsidiary thereof; or / / Pursuant to and in ~~whole~~ compliance with Rule 144A under the Securities Act of 1933, as amended; or / / To an Institutional Accredited Investor pursuant to and in ~~part) other than on~~ compliance with the Securities Act of 1933, as amended; or / / Pursuant to and in compliance with Regulation S under the Securities Act of 1933, as amended; or / / Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended. and unless the box below is checked, the undersigned confirms that such Note is not being transferred to an ~~Interest Payment Date, shall be entitled to, and~~ "affiliate" of the Company ~~shall make~~as defined in Rule 144 under the Securities Act of 1933, ~~a payment of interest, calculated in the normal course, on the outstanding principal for that portion~~ as amended (an "Affiliate"): / / The transferee is an Affiliate of the ~~period during which such principal was not converted on~~ Company. Dated: --------------------------- ---------------------------------- Signature(s) Signatures must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange. ----------------------------------- Signature Guarantee [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: Chiron Corporation The undersigned registered holder of this Note hereby acknowledges receipt of a notice from Chiron Corporation (the ~~next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up~~ "Company") as to the ~~Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together~~ occurrence of a Fundamental Change with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the ~~Company~~Company to redeem this Note, ~~in turn~~or portion hereof (which is $1,000 principal amount at maturity or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled~~ Indenture referred to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionin this Note, together with ~~payment in lieu of any fraction of a share~~accrued interest to such date, ~~as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver~~ to the ~~Holder,~~ registered holder hereof. Principal amount at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount maturity to be converted ~~is any integral multiple of US$1,000.~~(if less than all): $______,000 Dated: ---------------------------- --------------------------------- Signature(s) --------------------------------- Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Conformed Copy (Chiron Corp)

CONVERSION NOTICE. TO: GREY GLOBAL GROUP INC. 777 Third Avenue New York, New York 10017 Attx: Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xx. (012) 546-1495 COPY TO: AMERICAN STOCK TRANSFER & TRUST COMPANY 00 Maiden Lane New York, New York 10038 Attn: Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx No. (718) 331-1852 The undersigned ~~holder~~ registered owner of this ~~Debenture hereby~~ Debxxxxxx xxxxxx irrevocably ~~converts~~ exercises the option to convert this Debenture, or ~~any~~ the portion of hereof (the principal amount ~~at Maturity hereof (~~of which is an integral multiple of US $1,000) below designated, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Debenture not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest (including Contingent Interest, if any) and Additional Amounts, if any, accompanies this Debenture. Dated: Your Name: --------------------- ---------------------------------- (Print your name exactly as it appears on the face of this Debenture) Your Signature: ----------------------------- (Sign exactly as your name appears on the face of this Debenture) Signature Guarantee*: ----------------------- Social Security or other Taxpayer Identification Number: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicateDTC Participant Number: ~~print such Person's name and address: -------------------------------------~~ --------------------- Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $ -------------------------------------------------------------------------------- * Participant in a recognized Signature Guarantee Medallion Program (or ~~------------------------------------- integral multiple thereof~~other signature guarantor acceptable to the Trustee). Fill in for registration of shares (if to be issued) ~~Address ------------------------------------- Taxpayer Identification Number,~~ and Debentures (if ~~any The Debenture, if surrendered for conversion (in whole or in part~~to be delivered) other than ~~on an Interest Payment Date~~to and in the name of the registered holder: ----------------------------------------------------------------------- (Name) ----------------------------------------------------------------------- (Street Address) ----------------------------------------------------------------------- (City, ~~shall be entitled to~~State and Zip Code) FORM OF HOLDER CHANGE OF CONTROL ACCEPTANCE NOTICE TO: GREY GLOBAL GROUP INC. 777 Third Avenue New York, ~~and~~ New York 10017 Attn: Cxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xx. (000) 046-1495 The undersigned registered owner of this Debxxxxxx xxxxxx irrevocably acknowledges receipt of a notice from Grey Global Group Inc. (the "COMPANY") as to the occurrence of a Change of Control with respect to the Company ~~shall make~~and requests and instructs the Company to repay the entire principal amount of this Debenture, ~~a payment of interest, calculated in~~ or the ~~normal course, on the outstanding principal for that~~ portion ~~of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty,~~ thereof (the principal amount of which is an integral multiple of $1,000) below designated, in accordance with the terms of this Debenture ~~that is converted shall be entitled~~ and Indenture referred to ~~interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date~~in this Debenture, together with accrued but unpaid interest ~~on that portion of the principal that was not converted. The Company's delivery~~ (including Contingent Interest and Additional Amounts, if any) to, but excluding, such date, to the ~~Holder~~ registered holder hereof. Dated: Your Name: ------------------ ---------------------------------- (Print your name exactly as it appears on the face of this Debenture) Your Signature: ----------------------------- (Sign exactly as your name appears on the ~~number~~ face of ~~Common Shares~~ this Debenture) Signature Guarantee*: ----------------------- Social Security or other Taxpayer Identification Number: ---------------------- DTC Participant Number: --------------------- Certificate Number: ------------------------- -------------------------------------------------------------------------------- * Participant in a recognized Signature Guarantee Medallion Program (~~and cash~~ or other signature guarantor acceptable to the Trustee). Principal amount to be repaid (if less than all): $ SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL DEBENTURE* The following exchanges of a part of this Global Debenture for an interest in ~~lieu~~ another Global Debenture or for a Definitive Debenture, or exchanges of ~~fractions thereof~~a part of another Global Debenture or Definitive Debenture for an interest in this Global Debenture, have been made: Principal Amount of Amount of decrease in Amount of increase in this Global Debenture Signature of authorized Principal Amount of Principal Amount of following such decrease officer of Trustee or Date this Global Debenture this Global Debenture (or increase) ~~into which~~ Debenture Custodian ------ --------------------- --------------------- ----------------------- ------------------------ * This schedule should be included only if the Debenture is ~~convertible will be deemed~~ issued in global form. EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Grey Global Group Inc. 777 Third Avenue New York, New York 10017 Attention: Corporate Secrexxxx Xxxxxxxxxx Xx. (000) 000-0000 Xxxxxcan Stock Transfer & Trust Company 59 Maiden Lanx Xxx Xxxx, Xxw York 10038 Attn: Corporate Trust Departxxxx Xxxxxxxxxx Xx. (000) 000-0000 RE: 5.0% CONTINGENT CONVERTIBLX XXXXXXXXXXXX DEBENTURES DUE 2033 Dear Sirs: Reference is hereby made to ~~satisfy~~ the Indenture, dated as of October 28, 2003 (the "INDENTURE"), between Grey Global Group Inc., as issuer (the "COMPANY"), and American Stock Transfer & Trust Company~~'s obligation~~ , a trust company organized under the laws of the State of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to ~~pay~~ them in the Indenture. __________ (the "TRANSFEROR") owns and proposes to transfer the Debenture[s] or interest in such Debenture[s] specified in Annex A hereto, in the principal amount of ~~the Debenture. The Holder shall promptly deliver to the Company and the Company,~~ $____________ in ~~turn, to the transfer agent of the Common Shares, notification of~~ such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion Debenture[s] or interests (the "~~Conversion Date~~TRANSFER") ), to ____________ (the "TRANSFEREE"), as further specified in ~~accordance~~ Annex A hereto. In connection with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion DateTransfer, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Appears in 1 contract

Samples: 2000 Loan Agreement (Grey Global Group Inc)

CONVERSION NOTICE. To Micron Technology, Inc.: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered (other than during an Extension Period) on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ __________ Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ -------------------- ------------------------------- ------------------------------- Signature(s) If must be guaranteed by a qualified guarantor institution if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. ------------------------------- Signature Guaranty Fill in for ~~conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment~~ registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and ~~deliver~~ Security if to be issued otherwise than to the registered Holder~~, at the expense of the Company, a new Debenture~~ . ------------------------------ ------------------------------------ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number ------------------------------ (Address) ------------------------------ 10 ELECTION OF HOLDER TO REQUIRE REPURCHASE

Appears in 1 contract

Samples: Micron Technology Inc

CONVERSION NOTICE. To: [_________________________] The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ System Software Associates, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will [check the appropriate box below and] pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ~~----------------------~~ ------------------------ ----------------------------------------- ----------------------------------------- Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. ----------------------------------------- Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the ~~Holder~~name of the registered holder: ----------------------------------- (Name) ----------------------------------- (Street Address) ----------------------------------- (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $__________ ------------------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

Appears in 1 contract

Samples: System Software (System Software Associates Inc)

CONVERSION NOTICE. To: OMNICOM GROUP INC. The undersigned ~~holder~~ registered owner of this Debenture hereby irrevocably ~~converts~~ exercises the option to convert this Debenture, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Omnicom Group Inc. in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Debenture not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will complete the appropriate section below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Debenture. Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :____________________ _________________________________ _________________________________ Signature(s) If Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Debentures to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. _________________________________ Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and in the ~~Holder~~name of the registered holder: _____________________________ (Name) _____________________________ (Xxxxxx Xxxxxxx) _____________________________ (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $___________ _________________________________ Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPAYMENT ON JANUARY 3, 2003 To: ~~Name US$ --------------------------------~~ OMNICOM GROUP INC. The undersigned registered owner of this Debenture hereby irrevocably requests and instructs Omnicom Group Inc. (~~US$~~the "Company") to repay the within Debenture or portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of~~ Indenture referred to in this Debenture at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionrepayment price, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ______________________ _____________________________________ _____________________________________ Signature(s)

Appears in 1 contract

Samples: Omnicom Group Inc

CONVERSION NOTICE. To Quantum Corporation: Maxtor Corporation The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Quantum Common ~~Shares~~ Stock and Maxtor Common Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ __________ Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :___________ __________________________________ __________________________________ Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Quantum Common ~~Shares or Debentures~~ Stock and Maxtor Common Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered owner. __________________________________ Signature Guaranty Fill in for registration of shares of Quantum Common Stock or Maxtor Common Stock, ~~please indicate: print such Person's name and address: ------------------------------------- Principal amount~~ or Securities to be ~~converted: Name US$ --------------------------------~~ issues, if to be issued otherwise than to the registered Holder. ___________________________ ____________________________________________ (~~US$1,000 denomination~~ Name) Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification ~~Number, if any The Debenture, if surrendered for conversion~~ Number ___________________________ (~~in whole or in part~~Address) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.___________________________

Appears in 1 contract

Samples: Quantum Corp /De/

CONVERSION NOTICE. To: [_________________________] The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ System Software Associates, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will [check the appropriate box below and] pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ___________________ __________________________________________________ __________________________________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. __________________________________________________ Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the ~~Holder~~name of the registered holder: ____________________________ (Name) ____________________________ (Xxxxxx Xxxxxxx) ____________________________ (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $ __________ __________________________________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

Appears in 1 contract

Samples: Indenture (System Software Associates Inc)

CONVERSION NOTICE. To: XXXXXXXXX INDUSTRIES, INC. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Xxxxxxxxx Industries, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will check the appropriate box below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________ ___________________________________ ___________________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered Holder. ___________________________________ Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes it to be delivered, other than to and in the name of the registered Holder: --------------------------- (Name) --------------------------- (Street Address) --------------------------- (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $----------- ------------------------------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

Appears in 1 contract

Samples: Kellstrom Industries Inc

CONVERSION NOTICE. If Note of denomination U.S. $1,000: The undersigned holder of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture, or any portion~~ option to convert this Note into shares of ~~the principal amount at Maturity hereof (which is an integral multiple~~ Common Stock of ~~US $1,000) below designated, into Common Shares of the Company~~ Southern Pacific Funding Corporation in accordance with the terms of this ~~Debenture,~~ Note and directs that such ~~shares, together with a Cheque in payment for any fractional~~ shares ~~and any Debentures representing any unconverted principal amount hereof, be delivered to and~~ be registered in the name of and delivered, together with a check in payment for any fractional share, to the undersigned unless a different name has been indicated below. If ~~Common Shares or Debentures~~ shares are to be registered in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s)~~ ---------------------------------- Signature Dated: ---------------------------------- Signature MUST BE MEDALLION GUARANTEED IF THE STOCK IS TO BE ISSUED IN A NAME OTHER THAN THE REGISTERED HOLDER OF THE NOTE If ~~Common Shares or Debentures~~ Notes are to be registered in If only a portion of the ~~Debenture~~ Notes in the the name of a person other than the name of is to be converted, please holder, please print such person's indicate: name and address: 1. Principal Amount to be Note, complete Transfer Notice: converted: U.S.$ 2. Kind, amount and denomination of Notes representing unconverted principal amount to be issued: Denominations: U.S.$ (U.S. $1,000 or an integral multiple thereof) A-14 OPTION OF HOLDER TO ELECT PURCHASE The undersigned holder of this Note hereby requests and instructs the Company to redeem this Note in accordance with the terms of Section 2(b) of this Note and directs that a check in payment of the redemption amount be delivered to the undersigned unless a different name has been indicated below. The undersigned understands that this request can be revoked by delivering written notice to the Paying Agent on or before the Holder Redemption Date, together with the undersigned's non-transferable receipt for such Note. Dated: --------------------------------------- Signature MUST BE MEDALLION GUARANTEED IF CHECK IS TO BE MADE PAYABLE TO A NAME OTHER THAN THE REGISTERED HOLDER OF THE NOTE If a check in payment of the redemption amount is to be delivered to a ~~Person~~ person other than the ~~Holder~~holder, please ~~indicate:~~ print such ~~Person~~person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, --------------------------------------- HOLDER Please print name and ~~the Company shall make, a payment~~ address of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.holder:

Appears in 1 contract

Samples: Southern Pacific Funding Corp

CONVERSION NOTICE. To: XXX Xxxxxxxxxxx The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ XXX Xxxxxxxxxxx in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and ~~any Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on the Regular Record Date preceding any Interest Payment Date and prior to the close of business on such Interest Payment Date (unless this Note or ~~Debentures~~ the portion thereof being converted has been called for redemption on a date falling during such period), this Notice is accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Note being converted. If shares or any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Note. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are~~ ----------------------------- ----------------------------- Signature[s] Fill in for registration of shares if to be ~~registered in If only a portion of the Debenture is~~ delivered, and Notes if to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder (Please Print): ------------------------------ (Name) ------------------------------ (Street Address) ------------------------------ (City, ~~please indicate: print such Person's name~~ State and ~~address: -------------------------------------~~ Zip Code) Principal amount to be ~~converted~~converted (if less than all): $__________,000 ----------------------------- Social Security or other Taxpayer Identification Number [FORM OF ASSIGNMENT] For value received ________________________ hereby sell(s), assign(s) and transfer(s) unto ________________________________________________________________________________ (Please include social security or other tax identification number of assignee.) the within Note and hereby irrevocably constitutes and appoints _________________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. Dated________________ ---------------------------- Signature(s) Signature(s) must be guaranteed by a participant in a recognized signature guarantee medallion program. ---------------------------------------- Signature Guarantee [FORM OF NOTICE OF EXERCISE OF RIGHT TO REQUIRE PURCHASE] If you wish to have this Note purchased by the Company pursuant to Section 15.01 of the Indenture, check the Box: ~~Name US$ --------------------------------~~ [_] If you wish to have a portion of this Note (~~US$~~which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ any integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and purchased by the Company ~~shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion~~ pursuant to Section 15.01 of the ~~period during which such principal was not converted on~~ Indenture, state the ~~next succeeding Interest Payment Date. For greater certainty, the principal~~ amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed you wish to have ~~been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date"~~purchased: $__________________ Dated:________________ Your Signature(s): ---------------------- Tax Identification No.: ----------------- Signature(s) must be guaranteed by a participant in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such timea recognized signature guarantee medallion program. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction ------------------------------ Signature Guarantee [FORM OF SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES4] The following exchanges of a ~~share, as provided~~ part of this Global Note for Definitive Notes have been made: Amount of Amount of Principal Amount Signature of decrease in ~~Section 1208. If the Debenture is converted~~ increase in ~~part only, upon~~ of this Global Note authorized signatory Principal Principal following such ~~conversion the Company shall execute and deliver to the Holder, at the expense~~ or Trustee or Date of ~~the Company, a new Debenture~~ Amount of this Amount of this decrease (or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000-- Exchange Global Note Global Note increase) Custodian -------- ----------- ----------- -------- --------- 1.

Appears in 1 contract

Samples: Emc Corp

CONVERSION NOTICE. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or any portion of the principal amount ~~at Maturity~~ hereof (which is $1,000 or an integral multiple of US $1,000 in excess thereof, provided that the unconverted portion of such principal amount is at least $1,000) below designated, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that such shares, together with a ~~Cheque~~ check in payment for any fractional ~~shares~~ share and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common ~~Shares~~ Stock or ~~Debentures~~ Notes are to be registered in the name of a Person other than the ~~undersigned~~ undersigned, (~~which other Person the undersigned acknowledges may only be an affiliate of the undersigned),~~ a) the undersigned will pay all applicable transfer ~~taxes~~taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest, and Liquidated Damages, if any, ~~payable~~ accompanies this Note. If this Note is a Restricted Security, the undersigned and each Person, if any, to whom shares of Common Stock are issued upon conversion of this Note (or any portion hereof) acknowledge that such shares of Common Stock will be restricted securities and bear the Private Placement Legend in accordance with ~~respect thereto~~the Indenture. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ -------------------- ------------------------------------- ------------------------------------- Signature(s) )* If ~~Common Shares~~ shares or ~~Debentures~~ Notes are to be registered in ~~If only a portion of the Debenture is to be converted,~~ the name of a Person other than the Holder, please ~~indicate:~~ print such Person's name and address: ~~------------------------------------- Principal amount to be converted~~Name: ~~Name US$ -------------------------------- (US$1,000 denomination~~ ---------------------------- Address: ---------------------------- ---------------------------- ---------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer~~ other Identification Number, if ~~any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make,~~ any: ------------------------------------- Signature Guaranteed If only a ~~payment of interest, calculated in the normal course, on the outstanding principal for that~~ portion of the ~~period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that~~ Notes is ~~converted shall be entitled to interest up to the Conversion Date, such interest~~ to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.please indicate:

Appears in 1 contract

Samples: Indenture (GPPD Inc)

CONVERSION NOTICE. To: Atmel Corporation The undersigned registered holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is ~~an integral~~ $1,000 principal amount or a multiple ~~of US $1,000~~thereof) below designated, ~~into~~ for shares of Common ~~Shares~~ Stock of ~~the Company~~ Atmel Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s~~------------------ ---------------------------------------- ---------------------------------------- Signature (s) ~~If Common Shares or Debentures are~~ Fill in for registration of shares if to be ~~registered in If only a portion of the Debenture is~~ delivered, and Securities if to be ~~converted,~~ issued other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: (Name) (Street Address) (City, ~~please indicate:~~ state and zip code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $___,000 --------------------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification ~~Number, if any~~ Number [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: Atmel Corporation The ~~Debenture, if surrendered for conversion~~ undersigned registered holder of this Security hereby acknowledges receipt of a notice from Atmel Corporation (~~in whole or in part~~the "Company") other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the ~~Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together~~ occurrence of a Fundamental Change with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the ~~Company~~Company to redeem this Security, ~~in turn~~or the portion hereof (which is $1,000 Principal Amount or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled~~ Indenture referred to ~~receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time~~in this Security. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal Dated: ------------------ ---------------------------------------- ---------------------------------------- Signature (s) Principal amount to be converted ~~is any integral multiple of US$1,000.~~(if less than all): $_____________ --------------------------------------- Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Indenture (Atmel Corp)

CONVERSION NOTICE. TO: SEMTECH CORPORATION STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Semtech Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________ _____________________________ _____________________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: _____________________________________ (Name) _____________________________________ (Street Address) _____________________________________ (City, ~~please indicate:~~ State and Zip Code) _____________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $____________________________________ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ _____________________________________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: SEMTECH CORPORATION STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Semtech Corporation (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ____________________ ___________________________ ___________________________ Signature(s)

Appears in 1 contract

Samples: Semtech Corp

CONVERSION NOTICE. To: DURA PHARMACEUTICALS, INC. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 principal amount or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Dura Pharmaceuticals, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will check the appropriate box below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :_________________ __________________________________________________ __________________________________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes are to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. __________________________________________________ Signature Guarantee _______ Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the ~~Holder~~name of the registered holder: _________________________________ (Name) _________________________________ (Social Security or other Taxpayer Identification Number) _________________________________ (Street Address) _________________________________ (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $________ __________________________________________________ Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: ~~Name US$ --------------------------------~~ DURA PHARMACEUTICALS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Dura Pharmaceuticals, Inc. (~~US$~~the "Company") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ principal amount or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of~~ Indenture referred to in this Note at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionrepurchase price, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal~~ Dated:______________ _____________________________________________ _____________________________________________ Signature(s) Principal amount to be ~~converted is any integral multiple of US$1,000.~~repurchased (if less than all): $________ _____________________________________________ Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Indenture (Dura Pharmaceuticals Inc/Ca)

Appears in 1 contract

Samples: Indenture (Drdgold LTD)

CONVERSION NOTICE. TO: THE DRESS BARN, INC. THE BANK OF NEW YORK The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below designated, into cash and shares of Common ~~Shares~~ Stock, if any, of ~~the Company~~ The Dress Barn, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the check in payment of the cash and the shares, if any, issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest, if any, accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ Signature(s) If A-13 Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock, if any, if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: (Name) (Street Address) (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and address~~: -------------------------------------~~ ) Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.: A-14 FORM OF

Appears in 1 contract

Samples: Indenture (Dress Barn Inc)

CONVERSION NOTICE. AirNet Communications Corporation: The undersigned holder of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ such portion ~~of the principal amount at Maturity~~ hereof ~~(which~~ as is ~~an integral multiple of US $1,000) below designated~~specified below, into shares of Common ~~Shares~~ Stock of ~~the Company~~ AirNet Communications Corporation in accordance with the terms of this ~~Debenture~~Note, and directs that ~~such shares, together with a Cheque in payment for any fractional~~ the shares issuable and ~~any Debentures representing any unconverted principal amount hereof,~~ deliverable upon the conversion be ~~delivered to and be registered~~ issued in the name of and delivered to the undersigned unless a different name has been indicated below. If ~~Common Shares or Debentures~~ shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay ~~all~~ transfer ~~taxes, if any,~~ taxes payable with respect thereto. If this conversion involves fractional shares, please issue the related check to the same person entitled to receive the shares. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are~~ Principal Amount to be ~~registered in If only a portion of the Debenture is to be converted, the name of a Person other~~ converted (if less than ~~the Holder, please indicate: print such Person's name and address: -------------------------------------~~ all): ---------------- $ ------------------------------ Accrued Interest on Principal ~~amount~~ Amount to be converted: ~~Name US$ --------------------------------~~ If shares are to be issued otherwise than to owner: Tax Identification Number of Transferee -------- ----------------------------------- Signature of Owner ---------------- ---------------- Please print name and address of Transferee (~~US$1,000 denomination~~ including zip code) ---------------- This Note has been acquired for investment and has not been registered under the Securities Act of 1933, as amended, or ~~------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number~~the securities laws of any other jurisdiction. This Note is subject to the terms of a Securities Purchase Agreement, ~~if any The Debenture~~dated as of June 5, ~~if surrendered for conversion (in whole or in part) other than on an Interest Payment Date~~2003, ~~shall be entitled to~~among the issuer, TECORE, Inc, and ~~the Company shall make~~SCP Private Equity Partners II, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion L.P. (the "~~Conversion Date~~Purchase Agreement") ), a copy of which may be obtained by the registered holder hereof from the Secretary of the issuer. The sale and transfer of this Note is restricted under the terms of the Tag Along Allocation Agreement, dated as of the date of this Note between the issuer, TECORE, Inc, and SCP Private Equity Partners II, L.P.(the "Tag Along Agreement"). No transfer of any interest in this Note shall be effective unless permitted by and made in accordance with the ~~foregoing provisions~~Purchase Agreement and the Tag Along Agreement, and ~~at such time~~ by accepting this Note the ~~rights of the Holder, as~~ holder of this Note agrees to be bound by the ~~principal amount of the Debenture so converted, shall cease,~~ Purchase Agreement and the ~~Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time~~Tag Along Agreement. ~~As promptly as practicable on or after the Conversion Date~~$4,000,000 Airnet Communications Corporation Senior Secured Convertible Note , the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.2003 ------- --

Appears in 1 contract

Samples: Securities Purchase Agreement (SCP Private Equity Partners Ii Lp)

CONVERSION NOTICE. If (i) Registered Security of denomination greater than U.S.$1,000 or (ii) Bearer Security of denomination U.S.$10,000: The undersigned holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is U.S.$1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Checkpoint Systems, Inc. in accordance with the terms of this ~~Debenture~~Security, and directs that such shares, together with a ~~Cheque~~ check in payment for any fractional ~~shares~~ share and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be delivered to and be registered (if a Registered Security) in the name of the undersigned unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be registered in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s)~~ ----------------- ------------------------------------- Signature MUST BE GUARANTEED IF THE STOCK IS TO BE ISSUED IN A NAME OTHER THAN THE REGISTERED HOLDER OF THE SECURITY If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be registered in If only a portion of the ~~Debenture is to be converted,~~ Securities in the name of a Person other than the ~~Holder~~is to be converted, please indicate: holder, please print such ~~Person~~person's name and address and, if this is a Restricted Security, complete Transfer Notice: 1. Principal Amount to be converted: U.S.$____________________________ ______________________________ 2. Kind, amount and denomination of Securities representing unconverted ______________________________ principal amount to be issued: ______________________________ Bearer-U.S.$________________________ Denominations: U.S.$_______________ (U. S. $1,000 or $10,000) Registered-U.S.$____________________ Denominations: U.S.$_______________ (U.S.$1,000 or an integral multiple thereof) REGISTERED SECURITIES ARE NOT EXCHANGEABLE FOR BEARER SECURITIES. REDEMPTION NOTICE UNDER SECTION 3(d) The undersigned holder of this Security hereby requests and instructs the Company to redeem this Security in accordance with the terms of Section 3(d) of this Security and directs that a check in payment of the redemption amount be delivered to the undersigned unless a different name has been indicated below. The undersigned understands that this request can be revoked by delivering written notice to the Paying Agent on or before the Holder Redemption Date, together with the undersigned's non-transferable receipt for such Security. Dated ------------------------ ___________________________________________ Signature MUST BE GUARANTEED IF CHECK IS TO BE MADE PAYABLE TO A NAME OTHER THAN THE REGISTERED HOLDER OF THE SECURITY If a check in payment of the redemption amount is to be delivered to a person other than the holder, please print such person's name and address: ~~------------------------------------- Principal amount to be converted~~________________________________ ________________________________ ________________________________ Please print name and address of holder: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any ________________________________________ ________________________________________ ________________________________________ SCHEDULE OF EXCHANGES OF NOTES The ~~Debenture, if surrendered~~ following exchanges of a part of this Rule 144A Global Security for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to Registered Regulation S Securities have been ~~converted immediately prior to the close~~ made: Principal Amount of ~~business on the Business Day~~ this Global Amount of ~~surrender~~ decrease Amount of ~~the Debenture for conversion~~ increase Security following Signature of in Principal Amount in Principal Amount such authorized Officer of this Global of this Global decrease (~~the "Conversion Date"~~or of Trustee or Date of Exchange Security Security increase) in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Security Registrar ----------------------- --------------------- ------------------------- --------------------- ---------------------

Appears in 1 contract

Samples: Supplemental Indenture (Checkpoint Systems Inc)

CONVERSION NOTICE. To Cypress Semiconductor Corporation: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $_____________ Owner: Dated: ____________ __________________________________ __________________________________ Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner. __________________________________ Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. ____________________________________ __________________________________ (Name) Social Security or Other Taxpayer Identification Number ____________________________________ (Address) OPTION TO ELECT REDEMPTION UPON A CHANGE OF CONTROL To: Cypress Semiconductor Corporation The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Cypress Semiconductor Corporation (the "Company") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the redemption price, together with accrued interest to, but excluding, such date, to the registered Holder hereof. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ____________ ____________________________________ ____________________________________ Signature(s) ~~If Common Shares or Debentures are~~ Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to ~~be registered in If only a portion~~ Rule 17Ad-15 under the Securities Exchange Act of ~~the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: -------------------------------------~~ 1934. ____________________________________ Signature Guaranty Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion redeemed (in ~~whole or in part) other than on~~ an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of ~~US$~~$1,000., if less than all): ___________________________________

Appears in 1 contract

Samples: Cypress Semiconductor Corp /De/

CONVERSION NOTICE. To: CONVERSION AGENT The undersigned ~~holder~~ beneficial owner of ~~this Debenture~~ the Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Class A Common ~~Shares~~ Stock of ~~the Company~~ Polymer Group, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment ~~for any~~ in lieu of fractional shares and ~~any Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be registered in~~ the ~~name of the undersigned~~ beneficial owner hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not exchanged are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest and taxes accompanies this Note. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are~~ Fill in for registration of shares if to be ~~registered in If only a portion of the Debenture is~~ delivered, ________________________________ and Notes if to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the ~~Holder, please indicate: print such Person's name and address: -------------------------------------~~ beneficial owner ________________________________ (Please Print): _________________________________ Signature(s) Principal amount to be ~~converted: Name US$ --------------------------------~~ exchanged (~~US$1,000 denomination~~ if less than ___________________________________________ all); (Name) __________________________________ ___________________________________________ $__,000 (Street Address) ___________________________________________ __________________________________ (City, State and Zip Code) Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ other Taxpayer Identification ~~Number~~Number Signature Guarantee: ______________________________________________________ Signatures must be guaranteed by an eligible Guarantor Institution (banks, brokers, dealers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder(s). OPTION OF HOLDER TO ELECT PIK INTEREST Pursuant to paragraph 2 of the 10% Convertible Subordinated Notes due 2007 issued by Polymer Group, Inc. (the "Company") under the Indenture (the "Indenture"), dated as of March 6, 2003, as amended by the Supplemental Indenture, dated as of May 30, 2003, among the Company, the subsidiary guarantors named therein and Wilmington Trust Company, as trustee (the "Trustee"), you have the option to have the Interest due on your Notes on ______ paid to you through the issuance of Additional Notes in lieu receiving payment thereof in cash, if ~~any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and~~ the Company ~~shall make, a payment~~ at its sole option chooses to pay Interest through the issuance of ~~interest, calculated~~ Additional Notes. Capitalized terms used in this election form and not otherwise defined herein have the meanings set forth in the ~~normal course~~Indenture. If you want to elect to have Interest paid by the Company on _______, on through the ~~outstanding principal for that portion~~ issuance of Additional Notes in lieu of cash payment, please check the ~~period during which such principal was not converted on~~ box below. Election to receive Additional Notes: [ ] If you checked the ~~next succeeding Interest Payment Date. For greater certainty~~box above, please indicate the aggregate principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the Notes you own below: Aggregate principal amount of ~~the Debenture~~Notes owned: $_____________ PLEASE COMPLETE THIS ELECTION FORM AND RETURN IT VIA FACSIMILE (SHOULD BE CONFIRMED BY CALLING (302) 636-6472) TO WILMINGTON TRUST COMPANY, FACSIMILE: (000) 000-0000, RODNEY SQUARE NORTH, 1100 N. MARKET STREXX, XXXXXXXXXX, XXXXXXRE 19890, ATTENXXXX: XXXXXXXXX XXXXX XXXXXXXXXXXXXX. ~~The Holder shall promptly deliver to the Company and the Company~~XX XXXXX XX RECEIVE ADDITIONAL NOTES, ~~in turn~~IF YOU SO ELECT, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000THIS ELECTION FORM MUST BE RECEIVED BY THE TRUSTEE NOT LATER THAN 3 BUSINESS DAYS PRIOR TO _______.

Appears in 1 contract

Samples: Supplemental Indenture (Polymer Group Inc)

CONVERSION NOTICE. ~~The undersigned holder of~~ To convert this Debenture ~~hereby irrevocably converts the Debenture, or any portion~~ into Common Stock of the ~~principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated~~Company, ~~into Common Shares of~~ check the ~~Company in accordance with the terms~~ box: [ ] To convert only part of this Debenture, ~~and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in~~ state the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: ~~Name US$ --------------------------------~~ $_____________________ If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------- (~~US$1,000 denomination~~ Insert other person's soc. sec. or ~~------------------------------------- integral multiple thereof~~tax I.D. no.) ~~Address ------------------------------------- Taxpayer Identification Number~~-------------------------------------------------- -------------------------------------------------- -------------------------------------------------- -------------------------------------------------- (Print or type assignee's name, ~~if any~~ address and zip code) Date: --------------------------------------------- Your signature: ----------------------------------- (Sign exactly as your name appears on the other side of this Debenture) -------------------------------------------------- (Sign exactly as your name appears on the other side of this Debenture) */Signature guaranteed by: ------------------------ By: ----------------------------------------------- ------------------------------- * The ~~Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall~~ signature must be ~~entitled to, and the Company shall make~~guaranteed by a bank, a ~~payment of interest, calculated in the normal course, on the outstanding principal for that portion~~ trust company or a member firm of the ~~period during which~~ New York Stock Exchange. Amount of decrease Amount of increase Principal Amount of Signature of in Principal in Principal this global Security Authorized Amount of this Amount of this following such ~~principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount~~ Signatory of ~~the Debenture that is converted shall~~ Date of ransaction global Security global Security decrease (or increase) Securities Custodian -------- ---------- --------------- --------------- ---------------------- -------------------- ----------------------------- 3/ This schedule should be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but included only if the ~~principal amount to be converted~~ Security is ~~any integral multiple of US$1,000~~a global Security. [FORM OF FACE OF REGULATION S TEMPORARY GLOBAL SECURITY] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. UNLESS THE SHARES OF COMMON STOCK HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, A HOLDER OF THIS SECURITY WILL BE ABLE TO EXERCISE THE CONVERSION RIGHT ONLY IF THE HOLDER CERTIFIES THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" OR AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED BELOW. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE 90 "RESALE RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY ) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY TO EACH OF THEM OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THE LEGEND IN THIS AND THE PRECEDING PARAGRAPH WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR REGULATION S PERMANENT GLOBAL SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. CUSIP:_____ R-_____

Appears in 1 contract

Samples: Indenture (Equity Corp International)

CONVERSION NOTICE. TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Kulicke and Xxxxx Industries, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :___________________________ ___________________________ ___________________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ___________________________ (Name) ___________________________ (Xxxxxx Xxxxxxx) ___________________________ (City, ~~please indicate:~~ State and Zip Code) _________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $________________________________ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Kulicke and Xxxxx Industries, Inc. (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ____________________ _________________________________ _________________________________ Signature(s)

Appears in 1 contract

Samples: Kulicke and Soffa (Kulicke & Soffa Industries Inc)

CONVERSION NOTICE. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or any portion of the principal amount ~~at Maturity~~ hereof (which is an integral multiple of US U.S. $~~1,000)~~ 1,000 below designated), into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that such shares, together with a ~~Cheque~~ check in payment for any fractional ~~shares~~ share and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be registered in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated~~: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s)~~ :_______________________________ ___________________________________ Signature [MUST BE GUARANTEED IF STOCK OR SECURITIES ARE TO BE ISSUED IN A NAME OTHER THAN THE REGISTERED HOLDER OF THE SECURITY] ____________________________________ Name ____________________________________ Address ____________________________________ Social Security or other Taxpayer Identification Number, if any If ~~Common Shares~~ shares or ~~Debentures are to be registered in~~ Registered Securities If only a portion of the ~~Debenture~~ Securities is are to be registered in the name to be converted, ~~the name~~ please indicate: of a Person other than the Holder, please ~~indicate:~~ print such Person's name and address: ~~-------------------------------------~~ 1. Principal amount to be converted: U.S. $___________________ ___________________________________ 2. Principal amount and denomination of Name ~~US$ -------------------------------- (US$1,000 denomination~~ Registered Securities representing unconverted principal amount to be issued. ___________________________________ Address Amount: U.S.$_________________ ___________________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ other Taxpayer Denominations: Identification Number, if any U.S.$__________ (any integral multiple of U.S. $1,000) ___________________________________ OPTION TO ELECT REPAYMENT UPON A REPAYMENT EVENT To: ThermoTrex Corporation The ~~Debenture~~undersigned owner of this Security hereby acknowledges receipt of a notice from ThermoTrex Corporation (the "Company") as to the occurrence of a Repayment Event with respect to the Common Stock of the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Repayment Price (or the relevant percentage thereof), together with accrued interest to such date (except if the Repayment Date shall be an Interest Payment Date), to the holder hereof. Dated: ________________________ _________________________________ Signature*(s) Name: ___________________________ Address:_________________________ _________________________ [* Signature Guarantee Required] Principal amount to be repaid (if less than all): $__________ NOTICE: If this Security is issued in registered form, the above signatures of the holder(s) hereof must correspond with the name as it appears in the Security in every particular without alteration or enlargement or any change whatever. _____________________________ Social Security or Other Taxpayer Identification Number EXHIBIT C FORM OF CONVERTIBLE SUBORDINATED BEARER SECURITY [Face of Security] ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE CODE. THERMOTREX CORPORATION (INCORPORATED IN THE STATE OF DELAWARE) NO. ____________ $____________ ThermoTrex Corporation, a Delaware corporation (herein referred to as the "Company," which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to bearer upon presentation and surrender hereof the principal sum of $_______ United States Dollars plus any premium, if ~~surrendered for conversion~~ any, on November 1, 2007 (the "Stated Maturity") or, at the option of the Company, in whole or in ~~part) other than~~ part at any time on or after November 1, 2000, upon notice as described in the Indenture and to pay interest thereon from November 3, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each, an "Interest Payment Date"), ~~shall be entitled to~~commencing May 1, 1998, at the rate of 3 1/4% per annum, and Additional Amounts, if any, until the ~~Company shall make~~principal hereof is paid or duly provided for. The interest and Additional Amounts, ~~a payment of interest~~if any, ~~calculated in the normal course~~so payable, and punctually paid or duly provided for, on ~~the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding~~ any Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a shareDate will, as provided in ~~Section 1208~~such Indenture, be paid to the Holder surrendering the appropriate Coupon appertaining hereto. If Interest will be computed on the ~~Debenture~~ basis of a 360-day year of twelve 30-day months. Such payments (including premium, if any) shall be made in United States Dollars. The Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment that is ~~converted in part only~~located outside the United States where this Security and any Coupons appertaining hereto, ~~upon such conversion~~ and Guarantees with respect hereto, may be presented and surrendered for payment. Subject to the right of the Company (limited as provided in the Indenture) to change the location of any Office or Agency, the Place of Payment and Place of Conversion with respect to this Security shall ~~execute~~ be either at the London office of Bankers Trust Company located at 0 Xxxxxx Xxxxxx, Broadgate, London, EC2A 2HE, England, at Bankers Trust Luxembourg, S.A. located at 00 Xxxxxxxxx, X.X. Xxxxxxxxx, L-2450 Luxembourg or at such other Offices or Agencies outside the United States as the Company may designate. Such payments shall be made by United States Dollar check drawn on a bank in the City of New York, or (at the option of the Company with the consent of the Paying Agent) by transfer to a United States Dollar account maintained by the Holder at a bank located outside the United States. Interest on this Security shall be paid only at an Office or Agency located outside the United States and, in the case of interest due on or before Maturity, only upon presentation and ~~deliver~~ surrender at such an Office or Agency of the applicable interest Coupons hereto attached as they severally mature. No payment on this Security or any Coupon will be made at the Corporate Trust Office of the Trustee or any other Paying Agent maintained by the Company in the United States, nor will any payment be made by transfer to an account in the United States, except as may be permitted by United States tax laws and regulations in effect at the time of such payment without detriment to the ~~Holder~~Company. Notwithstanding the foregoing, payment of this Security and Coupons may be made at the ~~expense~~ Corporate Trust Office of the ~~Company, a new Debenture~~ Trustee in the City of New York if full payment at all Paying Agents outside the United States is illegal or ~~Debentures of authorized denominations in an aggregate principal amount equal~~ effectively precluded by exchange controls or other similar restrictions. Reference is hereby made to the ~~unconverted portion~~ further provisions of this Security set forth on the ~~principal amount~~ reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the Certificate of ~~such Debenture. The Debenture may~~ Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be ~~converted in part~~entitled to any benefit under the Indenture, ~~but only if the principal amount to~~ or be ~~converted is~~ valid or obligatory for any ~~integral multiple of US$1,000~~purpose.

Appears in 1 contract

Samples: Indenture (Thermotrex Corp)

CONVERSION NOTICE. To: The ~~undersigned holder~~ Bank of ~~this Debenture~~ New York, as Conversion Agent One Canada Square 48th Floor London E14 5AL United Kingdom Fax: +00 00 0000 0000 xx +00 00 0000 0000 Xxx xxxxxxxxxxx xxgisterex Xxxxxx xx xxx withxx Xxxxxxxxxxx Xote hereby irrevocably ~~converts~~ exercises the ~~Debenture,~~ option to convert this Convertible Note (or ~~any~~ the portion ~~of the principal amount at Maturity hereof (which is an integral multiple of US $1,000~~thereof specified below) ~~below designated,~~ into ~~Common~~ Ordinary Shares of the Company and elects to receive such Ordinary Shares in ~~accordance with~~ the form of: [ ] Ordinary Shares, for the principal amount of the Convertible Note of US$__________, or [ ] ADSs, for the principal amount of the Convertible Note of US$__________, pursuant to the terms of the Indenture referred to in this ~~Debenture~~Convertible Note, and directs that ~~such shares~~Ordinary Shares or ADSs, ~~together with a Cheque in payment for any fractional shares~~ as the case may be, issuable upon conversion and any ~~Debentures~~ Convertible Note representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been ~~indicated~~ provided below. : ----------------------------------------------------- (Name, Address and Taxpayer Identification Number.) If ~~Common~~ Ordinary Shares ~~or Debentures~~ are to be issued upon conversion of this Convertible Note, the details of the Holder's securities account, or the securities account of the Holder's depository agent, with The Central Depository (Pte) Limited is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If ADSs are to be issued upon conversion of this Convertible Note, the details of the Holder's participant account, or the participant account of the Holder's agent, with The Depository Trust Company is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If ADSs are to be issued upon conversion of this Convertible Note, (i) the undersigned will pay all fees and expenses payable to the ADS Depositary upon issuance of the ADSs; (ii) the ADS Depositary will issue a number of ADSs representing the deposited Ordinary Shares to the registered Holder based on the applicable Ordinary Share-to-ADS ratio then in effect under the ADS Deposit Agreement; and (iii) any Ordinary Shares issuable upon conversion which are not divisible by such ratio shall be delivered directly to the registered Holder by the Company. If less than the entire principal amount of this Convertible Note is to be converted, specify the denomination(s) of the Convertible Note(s) to be issued for the unconverted amount (US$1,000 or any integral multiple of US$1,000): US$__________. If Ordinary Shares or any portion of this Convertible Note not converted are to be issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. The undersigned hereby acknowledges that fractions of Ordinary Shares will not be issued on conversion and no cash adjustments will be made in respect of any such fraction. The undersigned hereby agrees that, promptly after request of the Company or the Conversion Agent, it will furnish such proof in support of this certificate as the Company or the Conversion Agent may request. Terms used and not defined in this Conversion Notice are used with the same meanings ascribed thereto in the Indenture pursuant to which the attached Convertible Note is issued. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion~~ By: -------------------------------- Signature of ~~the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person~~Registered Holder For Conversion Agent's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part Use only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.:

Appears in 1 contract

Samples: St Assembly Test Services LTD

CONVERSION NOTICE. To Quantum Corporation: Maxtor Corporation The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Quantum Common ~~Shares~~ Stock and Maxtor Common Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $_______________ Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :________________ ---------------------------------------- ---------------------------------------- Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Quantum Common ~~Shares or Debentures~~ Stock and Maxtor Common Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered owner. ---------------------------------------- Signature Guaranty Fill in for registration of shares of Quantum Common Stock or Maxtor Common Stock, ~~please indicate: print such Person's name and address: ------------------------------------- Principal amount~~ or Securities to be ~~converted: Name US$ --------------------------------~~ issues, if to be issued otherwise than to the registered Holder. ------------------------------------- ---------------------------------------- (~~US$1,000 denomination~~ Name) Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification ~~Number, if any The Debenture, if surrendered for conversion~~ Number ------------------------------------- (~~in whole or in part~~Address) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.-------------------------------------

Appears in 1 contract

Samples: Reimbursement Agreement (Maxtor Corp)

CONVERSION NOTICE. ~~The undersigned holder~~ To convert this Security into Common Stock of the Company, check the box [ ] To convert only part of this ~~Debenture hereby irrevocably converts~~ Security, state the ~~Debenture, or any portion of the principal amount at Maturity hereof~~ Principal Amount to be converted (which is must be $1,000 or an integral multiple of US $1,000): If you want the stock certificate made out in another person’s name fill in the form below: (Insert the other person’s soc. sec. tax ID no.) ~~below designated~~(Print or type other person’s name, ~~into~~ address and zip code) Your Signature: Date: (Sign exactly as your name appears on the other side of this Security) Signature Guaranteed Participant in a Recognized Signature Guarantee Medallion Program By: Authorized Signatory GUARANTEE Subject to the limitations set forth in the Indenture, the Guarantors (as defined in the Indenture referred to in this Security and each hereinafter referred to as a “GUARANTOR,” which term includes any successor or additional Guarantor under the Indenture) have jointly and severally, irrevocably and unconditionally guaranteed (a) the due and punctual payment of the principal (and premium, if any) of and interest (including Liquidated Damages, if any, Restricted Interest paid in shares of Common ~~Shares~~ Stock, if any, and Make Whole Premium, if any), on the Securities, whether at Stated Maturity, by acceleration, call for Mandatory Conversion, upon a Fundamental Change Offer, purchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest, on the Securities to the extent lawful, (c) the due and punctual performance of all other Obligations of the Company and the Guarantors to the Holders and to the Trustee under the Indenture and the Securities and (d) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of ~~this Debenture~~the extension or renewal, whether at Stated Maturity, by acceleration, call for Mandatory Conversion, upon a Fundamental Change Offer, purchase or otherwise. Payment on each Security is guaranteed, jointly and severally, by the Guarantors pursuant to Article XI of the Indenture and reference is made to such Indenture for the precise terms of the Guarantees. The Obligations of each Guarantor are limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor, and ~~directs that~~ after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such ~~shares~~other Guarantor under its Guarantee or pursuant to its contribution Obligations under the Indenture, ~~together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered~~ result in the ~~name~~ Obligations of ~~the undersigned unless~~ such Guarantor under its Guarantee not constituting a ~~different name has been indicated below~~fraudulent conveyance or fraudulent transfer under any applicable federal or state law or not otherwise being void, voidable or unenforceable under any applicable bankruptcy, reorganization, receivership, liquidation or other similar legislation or legal principles under any applicable federal or foreign law. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, Each Guarantor that makes a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted or distribution under a Guarantee shall be entitled to ~~interest up~~ a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. Guarantors may be released from their Guarantees upon the terms and subject to the ~~Conversion~~ conditions provided in the Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions in the Indenture. This notation of Guarantee may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. GUARANTORS: [ ] By: Name: Title: [ ] By: Name: Title: [ ] By: Name: Title: [ ] By: Name: Title: SCHEDULE I YRC WORLDWIDE INC. 6% Convertible Senior Notes due 2014 DATE PRINCIPAL AMOUNT NOTATION [ ], 201[ ] $ [ ] EXHIBIT A-4 [FORM OF CERTIFICATED SECURITY] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND THE COMMON STOCK DELIVERABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501 UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE. YRC WORLDWIDE INC. 6% Convertible Senior Notes due 2014 No.: [ ] CUSIP: 984249 AA0 Issue Date: [ ], ~~such interest~~ 201[ ] Principal Amount: $[ ] YRC WORLDWIDE INC., a Delaware corporation, promises to ~~be paid~~ pay to [ ] or registered assigns, the Principal Amount of [ ] Dollars ($[ ]), on February 15, 2014 (the “Stated Maturity”), subject to the further provisions of this Security set forth on the ~~next succeeding Interest Payment Date~~reverse hereof, ~~together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into~~ which ~~the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder~~ further provisions shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes have the same effect as if set forth at this place. This Security is convertible as specified on the ~~record holder or holders~~ other side of ~~such Common Shares at such time~~this Security. ~~As promptly as practicable~~ Interest Payment Dates: February 15 and August 15, commencing August 15, 2010 Record Dates: February 1 and August 1 (August , 2010 in the case of the August 15, 2010 interest payment date in respect of Securities originally issued on ~~or after~~ August , 2010) YRC WORLDWIDE INC. By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the ~~Conversion Date,~~ Securities referred to in the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a sharewithin-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Trustee By: Authorized Signatory Dated:

Appears in 1 contract

Samples: Supplemental Indenture (YRC Worldwide Inc.)

CONVERSION NOTICE. ~~The undersigned holder~~ To convert this Security into Common Stock of the Company, check the box: [ ] To convert only part of this ~~Debenture hereby irrevocably converts the Debenture~~Security, ~~or any portion of~~ state the principal amount ~~at Maturity hereof~~ to be converted (must be $1,000 or a multiple of $1,000): $------------. If you want the stock certificate made out in another person's name, fill in the form below: ----------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: --------------------------------------- -------------------------- (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: -------------------------------------------------- * Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 81 OPTION TO ELECT REPURCHASE UPON A CHANGE OF CONTROL To: Brooxx Xxxomation, Inc. The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Brooxx Xxxomation, Inc. (the "COMPANY") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, ~~into Common Shares of the Company~~ in accordance with the terms of the Indenture referred to in this ~~Debenture, and directs that such shares~~Security at the Change in Control Purchase Price, together with ~~a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount~~ accrued interest to, but excluding, such date, to the registered Holder hereof~~, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below~~. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. DatedDate: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ---------------- ------------------------------------------------- Signature(s) ~~If Common Shares or Debentures are~~ Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to ~~be registered in If only a portion~~ Rule 17Ad-15 under the Securities Exchange Act of ~~the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: -------------------------------------~~ 1934. ------------------------------------------------- Signature Guaranty Principal amount to be ~~converted: Name US$ -------------------------------- (US$1,000 denomination or -------------------------------------~~ redeemed(in an integral ~~multiple thereof) Address ------------------------------------- Taxpayer Identification Number~~mul- tiple of $1,000, if ~~any~~ less than all): --------------------------------------------------- NOTICE: The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up signature to the ~~Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery~~ foregoing Election must correspond to the ~~Holder~~ Name as written upon the face of ~~the number~~ this Security in every particular, without alteration or any change whatsoever. 82 SCHEDULE OF EXCHANGES OF SECURITIES(4) The following exchanges, redemptions, repurchases or conversions of ~~Common Shares (and cash in lieu~~ a part of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to this global Security have been ~~converted immediately prior to the close~~ made: Principal Amount of ~~business on the Business Day~~ this Global Security Following Amount of ~~surrender~~ Decrease in Amount of ~~the Debenture for conversion~~ Increase in Such Decrease Date of Authorized Signatory of Principal Amount of this Principal Amount of this Exchange (~~the "Conversion Date"~~or Increase) in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Securities Custodian Global Security Global Security ---------------------- -------------------- --------------- ---------------

Appears in 1 contract

Samples: Brooks Automation Inc

CONVERSION NOTICE. To Quantum Corporation: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of DSS Common ~~Shares~~ Stock and HDD Common Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $___________ Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________ _____________________________ _____________________________ Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of DSS Common ~~Shares or Debentures~~ Stock and HDD Common Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered owner. _____________________________ Signature Guaranty Fill in for registration of shares of DSS Common Stock, ~~please indicate: print such Person's name~~ HDD Common Stock and ~~address: ------------------------------------- Principal amount~~ Security if to be ~~converted: Name US$ --------------------------------~~ issued otherwise than to the registered Holder. ___________________________ _________________________________ (~~US$1,000 denomination~~ Name) Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification ~~Number, if any The Debenture, if surrendered for conversion~~ Number ___________________________ (~~in whole or in part~~Address) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.___________________________

Appears in 1 contract

Samples: Reimbursement Agreement (Maxtor Corp)

CONVERSION NOTICE. To: Triarc Companies, Inc. The undersigned registered holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 principal amount or an integral multiple ~~of US $1,000~~thereof) below designated, ~~into~~ for shares of Class A Common ~~Shares~~ Stock of ~~the Company~~ Triarc Companies, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________________ ______________________________ Signature(s) ~~If Common Shares or Debentures are~~ Fill in for registration of shares if to be ~~registered in If only a portion of the Debenture is~~ delivered, and Securities if to be ~~converted,~~ issued other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ______________________________ (Name) ______________________________ (Street Address) ______________________________ (City, ~~please indicate:~~ State and zip code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $____,000 -------------------------------- Social Security or Other Taxpayer Identification Number [FORM OF OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE] To: ~~Name US$ --------------------------------~~ Triarc Companies, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Triarc Companies, Inc. (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem this Security, or the portion hereof (which is $1,000 ~~denomination~~ Principal Amount or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder~~Indenture referred to in this Security. Dated: _____________________ ________________________________ ________________________________ Signature(s) Principal amount to be redeemed (if less than all): $____________ ________________________________ Social Security or Other Taxpayer Identification Number [FORM OF ASSIGNMENT FOR SECURITY] For value received ______________________ hereby sell(s), ~~as holder of the principal amount of the Debenture so converted, shall cease,~~ assign(s) and ~~the Person~~ transfer(s) unto __________________________________ (Please insert social security or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the other taxpayer identification number of ~~full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If~~ assignee.) the ~~Debenture is converted in part only, upon such conversion~~ within Security and hereby irrevocably constitutes and appoints _______________ attorney to transfer the ~~Company shall execute and deliver to~~ said Security on the ~~Holder, at the expense~~ books of the Company, ~~a new Debenture or Debentures~~ with full power of ~~authorized denominations~~ substitution in ~~an aggregate principal amount equal~~ the premises. In connection with any transfer of the within Security occurring prior to the ~~unconverted portion~~ Transfer Restriction Termination Date, the undersigned confirms that such Security is being transferred: |_| To Triarc Companies, Inc. or a subsidiary thereof; or |_| Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended; or |_| Pursuant to and in compliance with Regulation S under the Securities Act of 1933, as amended; or |_| Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; and unless the box below is checked, the undersigned confirms that such Security is not being transferred to an "affiliate" of the ~~principal amount~~ Company as defined in Rule 144 under the Securities Act of ~~such Debenture~~1933, as amended (an "Affiliate"): |_| The transferee is an Affiliate of the Company. Dated: _____________________ ___________________________ ___________________________ Signature(s) Signature(s) must be guaranteed, by a commercial bank or trust company or a member firm of a major stock exchange. __________________________________ Signature Guarantee NOTICE: The ~~Debenture may be converted~~ above signatures of the holder(s) hereof must correspond with the name as written upon the face of this Security in ~~part~~every particular without alteration or enlargement or any change whatever. [FORM OF GUARANTY FOR ENDORSEMENTS ON GLOBAL SECURITY] TO REFLECT CHANGES IN PRINCIPAL AMOUNT] Schedule A Changes to Principal Amount of Global Security Principal Amount of Securities by which this Global Security Is To Be Reduced or Increased, ~~but only if the principal amount to be converted is any integral multiple~~ and Reason for Remaining Principal Reduction Amount of ~~US$1,000.~~this Notation Date or Increase Global Security Made by ====== =================== =================== ======== ====== =================== =================== ======== ====== =================== =================== ======== ====== =================== =================== ======== ====== =================== =================== ======== TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Appears in 1 contract

Samples: Triarc Companies Inc

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned ~~holder~~ registered owner of this Debenture hereby irrevocably ~~converts~~ exercises the option to convert this Debenture, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into cash and, if applicable, shares of Common ~~Shares~~ Stock of ~~the Company~~ Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, if any, together with ~~a Cheque~~ the check in payment for ~~any~~ the Conversion Value and fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Debenture not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Debenture. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________ Signature(s) ~~If Common Shares or Debentures are to~~ Signature(s) must be ~~registered in If only a portion~~ guaranteed by an “eligible guarantor institution” meeting the requirements of the Debenture is registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Debenture registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of shares of Common Stock if to be ~~converted~~issued, and Debentures if to be delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: (Name) (Street Address) (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $____________________ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ _______________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Mentor Graphics Corporation (~~US$~~the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Debenture at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but not including, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ______________________ Signature(s)

Appears in 1 contract

Samples: Mentor Graphics Corp

CONVERSION NOTICE. TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Kulicke and Xxxxx Industries, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :______________________ ________________________________________ ________________________________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ________________________________________ Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ___________________________________________ (Name) ___________________________________________ (Street Address) ___________________________________________ (City, ~~please indicate:~~ State and Zip Code) ___________________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $__________________________________________ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: KULICKE AND XXXXX INDUSTRIES, INC. CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Kulicke and Xxxxx Industries, Inc. (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated:___________________________ ________________________________ ________________________________ Signature(s)

Appears in 1 contract

Samples: Kulicke and Soffa (Kulicke & Soffa Industries Inc)

Appears in 1 contract

Samples: Indenture (Redback Networks Inc)

CONVERSION NOTICE. To: CheckFree Holdings Corporation. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture and the First Supplemental Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The undersigned hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common ~~Shares~~ Stock may, from time to time, request. Dated: __________________ Signature* Signature Guaranty If shares or ~~Debentures~~ Securities are to be registered Principal amount to in the name of a Person other than the ~~undersigned~~ be converted (~~which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes,~~ if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other less than ~~the~~ all): Holder, please ~~indicate:~~ print such Person's name ($______________,000 and address~~: ------------------------------------- Principal amount to be converted:~~ .* ---------------------------------- ---------------------------------- Name ~~US$ -------------------------------- (US$1,000 denomination~~ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number Strexx Xxxxxxx Xxxx, Xxxxx xxx Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Checkfree Holdings Corp \Ga\

CONVERSION NOTICE. To Quantum Corporation: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $____________ Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :_____________ _______________________________________________ _______________________________________________ Signature(s) If must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. _______________________________________________ Signature Guaranty Fill in for ~~conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment~~ registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and ~~deliver~~ Security if to be issued otherwise than to the registered Holder~~, at the expense of the Company, a new Debenture~~ . __________________________________ __________________________________ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number __________________________________ (Address) __________________________________

Appears in 1 contract

Samples: Quantum Corp /De/

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: By:_________________________________ Signature of Registered Holder* If shares or Securities are to be Principal amount to be converted registered in the name of a Person ~~other~~ (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person all): $______,000 other than the Holder, please ~~indicate:~~ print such Person's name and address: ~~------------------------------------- Principal amount to be converted:~~ ___________________________________ Name ~~US$ -------------------------------- (US$1,000 denomination~~ ___________________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number ___________________________________ Street Address ___________________________________ City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Transwitch Corp /De

CONVERSION NOTICE. TO: BROCADE COMMUNICATIONS SYSTEMS, INC. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Brocade Communications Systems, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ------------------- ----------------------------------- ----------------------------------- Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ----------------------------------- Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: -------------------------------- (Name) -------------------------------- (Street Address) -------------------------------- (City, ~~please indicate:~~ State and Zip Code) -------------------------------- Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $ ------------------------------- Social Security or Other Taxpayer Identification Number: ~~Name US$~~ -------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: BROCADE COMMUNICATIONS SYSTEMS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Brocade Communications Systems, Inc. (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: -------------------------------- ----------------------------------- ----------------------------------- Signature(s)

Appears in 1 contract

Samples: Please Insert Social Security (Brocade Communications Systems Inc)

CONVERSION NOTICE. To: INTERLIANT, INC. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s)~~ By:________________________________________ Signature of Registered Holder* If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be registered in ~~If only a portion of the Debenture is~~ Principal amount to be ~~converted,~~ the name of a Person other than the Holder, converted (if less than all): please ~~indicate:~~ print such Person's name and address: ~~------------------------------------- Principal amount to be converted:~~ $______,000 ------------------------------------------------- Name ~~US$ -------------------------------- (US$1,000 denomination~~ ------------------------------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number ------------------------------------------------- Street Address ------------------------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Interliant Inc

CONVERSION NOTICE. The undersigned ~~holder of this Debenture~~ hereby irrevocably ~~converts the Debenture, or any portion~~ elects to convert $ ___________ of the principal ~~amount at Maturity hereof (which is an integral multiple~~ sum of ~~US $1,000) below designated~~this Note into shares of Common Stock of Spotlight Innovation Inc., ~~into Common Shares~~ according to the conditions stated therein, as of the ~~Company~~ Conversion Date written below. Conversion Date: __________________________________ Conversion Price: $_________________________________ Number of shares of Common Stock to be issued: __________________________________ Please issue the shares of Common Stock in ~~accordance with~~ the ~~terms~~ following name and to the following address: Name: ____________________________________________________ Address: ____________________________________________________ ____________________________________________________ ____________________________________________________ Authorized Signature: By: ______________________________ Name: ______________________________ Date: ______________________________ EXHIBIT B THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SPOTLIGHT INNOVATION INC. Expires: December 31, 2019 Warrant Share Number: 360,000 Warrant Price: $1.46 Date of ~~this Debenture~~Issuance: October 18, ~~and directs that such shares~~2016 Expiration Date: December 31, 2019 FOR VALUE RECEIVED, the undersigned, Spotlight Innovation Inc., a Nevada corporation (together with ~~a Cheque in payment for any fractional shares~~ its successors and ~~any Debentures representing any unconverted principal amount hereof~~assigns, ~~be delivered to and be registered in~~ the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned“Issuer”), ~~the undersigned will pay all transfer taxes~~hereby certifies that K4 Enterprises, ~~if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s~~LLC (“Holder”) ~~If Common Shares or Debentures are to be registered in If only a portion of the Debenture~~ is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to ~~interest~~ subscribe for and purchase, during the Term (as hereinafter defined), up to the ~~Conversion Date, such interest~~ number of Warrant Shares set forth above (subject to ~~be paid on the next succeeding Interest Payment Date, together with interest on that portion~~ adjustment as hereinafter provided) of the ~~principal that was not converted. The Company's delivery~~ duly authorized, validly issued, fully paid and non-assessable Common Stock of the Issuer, par value $0.001 per share (the “Common Stock”), at an exercise price per share equal to the ~~Holder of the number of Common Shares (and cash~~ Warrant Price then in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Companyeffect, ~~in turn~~subject, however, to the ~~transfer agent~~ provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 6 hereof. This warrant is being issued in connection with the cancellation of those certain warrants (3) to purchase an aggregate of 360,000 shares of common stock of the ~~Common Shares~~Issuer dated October 5, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of 2013 held by the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.

Appears in 1 contract

Samples: Forbearance and Refinancing Agreement (Spotlight Innovation, Inc.)

CONVERSION NOTICE. [If Bearer Security -- The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture, or any portion~~ option to convert this Security into shares of ~~the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into~~ Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security and directs that such shares be registered in the name of and delivered, together with a check in payment for any fractional share, to the undersigned unless a different name has been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Dated: ________________________ ------------------------------------- Signature If shares are to be registered in HOLDER the name of and delivered to a Person other than the Holder, please print such Person's name & address: Please print name & address of Holder: ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- -------------------------------------] [If Registered Security -- The undersigned Holder of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is U.S.$5,000 or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, delivers herewith the amount of interest payable on the next Interest Payment Date if this conversion is made between the Regular Record Date for such Interest Payment Date and such Interest Payment Date, and directs that such shares, together with a ~~Cheque in~~ check is payment for any fractional ~~shares~~ share and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be registered in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated: ~~---------------------- ----------------------------------------- ----------------------------------------- Signature(s)~~ __________________ ------------------------------------- Signature If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be ~~registered in~~ If only a portion of the ~~Debenture is to be converted,~~ Securities registered in the name of a Person is to a converted, please indicate: other than the Holder, please ~~indicate:~~ print such Person's name ~~and~~ & address: ~~-------------------------------------~~ 1. Principal ~~amount~~ Amount to be converted: ~~Name US$ -------------------------------- (US$1,000~~ U.S.$_____________ ____________________________________ 2. Amount and denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the ____________________________________ Registered Securities ____________________________________ representing unconverted ~~portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the~~ principal amount to be ~~converted is any~~ issued: Amount: U.S.$________________ Denominations: U.S.$_________ (U.S.$5,000 or an integral multiple ~~of US$1,000.~~thereof)] ARTICLE THREE

Appears in 1 contract

Samples: Indenture (First Nationwide Holdings Inc)

CONVERSION NOTICE. To: CompuDyne Corporation Wachovia Bank of Delaware, National Association The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ CompuDyne Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ________________________ __________________________________________ __________________________________________ Signature(s) If Signature(s) must be guaranteed by an "Eligible Guarantor Institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("Stamp") or such other "Signature Guarantee Program" as may be determined by the Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Securities Exchange Act of 1934, as amended. __________________________________________ Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: _______________________________ (Name) _______________________________ (Street Address) _______________________________ (City, ~~please indicate:~~ State and Zip Code) _______________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number: _______________________________ ELECTION OF HOLDER TO REQUIRE REPURCHASE UPON A CHANGE IN CONTROL To: CompuDyne Corporation Wachovia Bank of Delaware, ~~if any~~ National Association Pursuant to Section 4.01 of the Indenture, the undersigned hereby elects to have this Note repurchased by the Company. The ~~Debenture, if surrendered for conversion (in whole~~ undersigned hereby directs the Trustee or ~~in part) other than on an Interest Payment Date, shall be entitled to, and~~ the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay ~~the principal~~ it or ______________ an amount ~~of the Debenture. The Holder shall promptly deliver to the Company and the Company,~~ in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount cash equal to ~~the unconverted portion~~ 100% of ~~the principal amount of such Debenture. The Debenture may be converted in part, but only if~~ the principal amount to be ~~converted is any~~ repurchased (as set forth below), plus interest accrued to, but excluding, the Repurchase Date, as provided in the Indenture. Dated: _______________________________ _______________________________ Signature(s) Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. _______________________________ Signature Guaranteed Principal amount to be repurchased (at least U.S. $1,000 or an integral multiple of ~~US$~~$1,000 in excess thereof): Remaining principal amount following such repurchase (not less than U.S. $1,000.): ASSIGNMENT For value received ______________________________hereby sell(s) assign(s) and transfer(s) unto ___________________________________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints ______________________________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: ________________________ __________________________________________ __________________________________________ Signature(s) Signature(s) must be guaranteed by an "Eligible Guarantor Institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("Stamp") or such other "Signature Guarantee Program" as may be determined by the Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Securities Exchange Act of 1934, as amended. __________________________________________ Signature Guarantee

Appears in 1 contract

Samples: Indenture (Compudyne Corp)

Appears in 1 contract

Samples: Medarex Inc

CONVERSION NOTICE. ~~The undersigned holder~~ To convert this Security into Common Stock of the Company, check the box: To convert only part of this ~~Debenture hereby irrevocably converts~~ Security, state the ~~Debenture, or any portion of the principal amount at Maturity hereof~~ Original Principal Amount to be converted (which is must be $1,000 or an integral multiple of US $1,000): $___________________________ If you want the stock certificate made out in another person's name, fill in the form below: ________________________________________________________________________________ (Insert other person's soc. sec. or tax ID no.) ~~below designated~~________________________________________________________________________________ (Print or type other person's name, ~~into Common Shares~~ address and zip code) Your Signature: _____________________________________________ (Sign exactly as your name appears on the other side of this Security) PURCHASE NOTICE TO: LOCKHEED XXXXXX CORPORATION THE BANK OF NEW YORK The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from Lockheed Xxxxxx Corporation (the "Company") regarding the right of holders to elect to require the Company to purchase the Securities and requests and instructs the Company to purchase the entire Original Principal Amount of this Security, or portion thereof (which is $1,000 Original Principal Amount or an integral multiple thereof) designated below, in accordance with the terms of ~~this Debenture, and directs that such shares~~the Indenture at the price of 100% of the Accreted Principal Amount or proportional portion thereof, together with ~~a Cheque in payment for any fractional shares~~ accrued interest (including Contingent Interest and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxesAdditional Interest, if any) to, ~~payable with respect thereto~~but excluding, the Purchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Securities shall be purchased by the Company as of the applicable Purchase Date pursuant to the terms and conditions specified in the Indenture. This election is made pursuant to: Article 12, Purchase at Option of Holders at August 15, 2008, 2013, 2018, 2023 and 2028. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ Signature(s): NOTICE: The above signatures of the holder(s) ~~If Common Shares~~ hereof must correspond with the name as written upon the face of the Security in every particular without alteration or ~~Debentures are~~ enlargement or any change whatever. Security Certificate Number (if applicable): Original Principal Amount to be purchased (if less than all): Social Security or Other Taxpayer Identification Number: OPTION OF HOLDER TO ELECT PURCHASE ON FUNDAMENTAL CHANGE TO: LOCKHEED XXXXXX CORPORATION THE BANK OF NEW YORK The undersigned registered ~~in If only a portion~~ owner of ~~the Debenture is to be converted, the name~~ this Security hereby irrevocably acknowledges receipt of a ~~Person other than~~ notice from Lockheed Xxxxxx Corporation (the ~~Holder~~"Company") regarding the right of holders to elect to require the Company to purchase the Securities upon a Fundamental Change and requests and instructs the Company pursuant to Section 13.01 to purchase the entire Original Principal Amount of this Security, ~~please indicate: print such Person's name and address: -------------------------------------~~ or portion thereof (which is $1,000 Original Principal ~~amount to be converted: Name US$ -------------------------------- (US$1,000 denomination~~ Amount or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~designated below, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture at the price of 100% of the ~~principal amount of the Debenture so converted, shall cease, and the Person~~ Accreted Principal Amount or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionproportional portion thereof, together with ~~payment~~ accrued interest (including Contingent Interest and Additional Interest, if any) to, but excluding, the Fundamental Change Purchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in ~~lieu of any fraction of a share, as provided in Section 1208~~the Indenture. ~~If the Debenture is converted in part only, upon such conversion~~ The Securities shall be repurchased by the Company ~~shall execute and deliver~~ as of the Fundamental Change Purchase Date pursuant to the ~~Holder, at~~ terms and conditions specified in the ~~expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture~~Indenture. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated:

Appears in 1 contract

Samples: Lockheed Martin Corp

Appears in 1 contract

Samples: Oil States International Inc

CONVERSION NOTICE. The undersigned ~~holder of this Debenture~~ hereby irrevocably ~~converts~~ elects to exercise the ~~Debenture~~right, ~~or any portion~~ represented by the articles of association of Polestar Automotive Holding UK Plc (the ~~principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated~~“Articles”), to convert Class C Shares into ~~Common~~ Class A Ordinary Shares and herewith tenders payment for such Class A Ordinary Shares to the order of the Company in the amount of $[●] in accordance with the terms ~~of this Debenture,~~ hereof. The undersigned requests that a share certificate for such Class A Ordinary Shares be issued in its name at [address] and ~~directs~~ that such ~~shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof,~~ certificate be delivered to ~~and be registered in the name~~ [●] whose address is [●]. If said number of Class A Ordinary Shares is less than all of the Class A Ordinary Shares convertible hereunder, the undersigned ~~unless~~ requests that a ~~different~~ new share certificate representing the remaining balance of such Class C Shares in its name be delivered to [●]. In the event that the Company has ~~been indicated below~~served notice on the holders of Class C Shares pursuant to Articles 13.26 requiring conversion of all the outstanding Class C Shares into Class A Ordinary Shares, the number of Class A Ordinary Shares that Class C Shares convert into shall be determined in accordance with Article 13.26. In the event that the Class C Share is a Class C-2 Share that is to be converted on a “cashless” basis pursuant to Article 13.7, the number of Class A Ordinary Shares that the Class C Shares convert into shall be determined in accordance with Article 13.7. In the event that the Class C Shares is to be converted on a “cashless” basis pursuant to Article 13.9, the number of Class A Ordinary Shares that for the Class C Shares convert into shall be determined in accordance with Article 13.9. In the event that the Class C Shares may be converted, to the extent allowed by the Articles, through cashless conversion (i) the number of Class A Ordinary Shares that the Class C Shares is convertible into would be determined in accordance with the relevant section of the Articles which allows for such cashless conversion and (ii) the holder hereof shall complete the following: the undersigned hereby irrevocably elects to exercise the right, represented by the Class C Shares, through the cashless conversion provisions of the Articles, to receive Class A Ordinary Shares. If ~~Common Shares or Debentures are to be registered in the name~~ said number of ~~a Person other~~ shares is less than ~~the undersigned (which other Person the undersigned acknowledges may only be an affiliate~~ all of the ~~undersigned~~Class A Ordinary Shares receivable hereunder (after giving effect to the cashless conversion), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common requests that a new share certificate representing the remaining balance of such Class C Shares ~~or Debentures are to~~ be ~~registered~~ issued in ~~If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's~~ its name and ~~address~~that such share certificate be delivered to [●], whose address is [●]. Date: ~~------------------------------------- Principal amount to be converted: Name US$ --------------------------------~~ __________, [2022] ____________________ (~~US$1,000 denomination or ------------------------------------- integral multiple thereof~~Signature) ~~Address ------------------------------------- Taxpayer~~ ____________________ (Address) ____________________ ____________________ ____________________ (Tax Identification Number) Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, ~~if any The Debenture~~STOCKBROKERS, ~~if surrendered for conversion~~ SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (~~in whole or in part) other than on an Interest Payment Date~~OR ANY SUCCESSOR RULE)). 106 EXHIBIT B Depositary Agreement See attached. 107 Execution Copy CLASS C-1 DEPOSIT AGREEMENT by and among POLESTAR AUTOMOTIVE HOLDING UK PLC AND CITIBANK, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the HolderN.A., as ~~holder~~ Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of ~~the principal amount of the Debenture so converted~~June 23, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.2022 Execution Copy TABLE OF CONTENTS

Appears in 1 contract

Samples: Deposit Agreement (Gores Guggenheim, Inc.)

CONVERSION NOTICE. TO: THE XXXXXXXX COMPANIES, INC. The undersigned ~~holder~~ registered owner of this Debenture hereby irrevocably ~~converts~~ exercises the option to convert this Debenture, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $50 or a multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ The Xxxxxxxx Companies, Inc. in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Debenture not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Debenture. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ___________________ ___________________________ ___________________________ Signature(s) ~~If Common Shares or Debentures are to~~ Signature(s) must be ~~registered in If only a portion~~ guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Debenture is Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ___________________________ Signature Guarantee Fill in the registration of shares of Common Stock if to be ~~converted~~issued, and Debentures if to be delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ___________________________ (Name) ___________________________ (Xxxxxx Xxxxxxx) ___________________________ (City, ~~please indicate:~~ State and Zip Code) ___________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $__________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number: ___________________________ OPTION TO ELECT REPURCHASE UPON A CHANGE OF CONTROL TO: THE XXXXXXXX COMPANIES, ~~if any~~ INC. The ~~Debenture~~undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from The Xxxxxxxx Companies, ~~if surrendered for conversion~~ Inc. (~~in whole or in part~~the "COMPANY") other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the ~~Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together~~ occurrence of a Change of Control with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the ~~Company~~Company to repurchase the entire principal amount of this Debenture, ~~in turn~~or the portion thereof (which is $50 or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Debenture at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest (including deferred interest) to, ~~as provided in Section 1208. If~~ but excluding, the ~~Debenture is converted in part only~~Repurchase Date, ~~upon such conversion the Company shall execute and deliver~~ to the ~~Holder, at~~ registered holder hereof. Capitalized terms used herein but not defined shall have the ~~expense of~~ meanings ascribed to such terms in the ~~Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture~~Indenture. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ____________________ ____________________________________ ____________________________________ Signature(s)

Appears in 1 contract

Samples: Williams Companies Inc

CONVERSION NOTICE. To: Exodus Communications, Inc. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or any portion of the principal amount ~~at Maturity~~ hereof (which is U.S.$1,000 or an integral multiple of US U.S.$1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $~~1,000~~1,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that such shares, together with a ~~Cheque~~ check in payment for any fractional ~~shares~~ share and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common ~~Shares~~ Stock or ~~Debentures~~ Securities are to be registered in the name of a Person other than the ~~undersigned~~ undersigned, (~~which other Person the undersigned acknowledges may only be an affiliate of the undersigned),~~ a) the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :__________________ ___________________________________ Signature(s) Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. _____________________________________ Signature Guarantee If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be registered in ~~If only a portion of the Debenture is to be converted,~~ the name of a Person other than the Holder, please ~~indicate:~~ print such Person's name and address: ~~-------------------------------------~~ ______________________________________ (Name) ______________________________________ (Address) ______________________________________ Social Security or other Identification Number, if any. If only a portion of the Securities is to be converted, please indicate: 1. Principal amount to be converted: ~~Name US$ --------------------------------~~ U.S. $ ___________ 2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: U.S. $___________ Denominations: U.S. $____________ (~~US$1,000 denomination~~ U.S.$1,000 or ~~-------------------------------------~~ any integral multiple of U.S.$1,000 in excess thereof~~) Address ------------------------------------- Taxpayer Identification Number~~, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for provided that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of ~~the~~ such principal amount ~~of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted~~ is U.S. $1,000 or any integral multiple of ~~US$1,000.~~U.S. $1,000 in excess thereof)

Appears in 1 contract

Samples: Exodus Communications Inc

Appears in 1 contract

Samples: Indenture (Orbital Sciences Corp /De/)

CONVERSION NOTICE. TO: MENTOR GRAPHICS CORPORATION The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Mentor Graphics Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ____________________ __________________________________ __________________________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. __________________________________ Signature Guarantee ________________________________________________________________________________ Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ____________________________________ (Name) ____________________________________ (Street Address) ____________________________________ (City, ~~please indicate:~~ State and Zip Code) ____________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $___________________________________ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ OPTION TO ELECT REPAYMENT UPON A CHANGE OF CONTROL TO: MENTOR GRAPHICS CORPORATION The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Mentor Graphics Corporation (~~US$~~the "Company") as to the occurrence of a Change of Control with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ____________________ _________________________________ _________________________________ Signature(s)

Appears in 1 contract

Samples: Indenture (Mentor Graphics Corp)

CONVERSION NOTICE. TO: TRIARC COMPANIES, INC. WILMINGTON TRUST COMPANY The undersigned ~~holder~~ registered owner [beneficial holder]* of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Triarc Companies, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest, including contingent interest, if any, accompanies this Note. Dated: ---------------------- ~~----------------------------------------- -----------------------------------------~~ -------------------------------------- Name of Holder or underlying participant of Depository -------------------------------------- -------------------------------------- Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. -------------------------------------- ---------- * Insert for Global Note. Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: --------------------------------------- (Name) --------------------------------------- (Street Address) --------------------------------------- (City, ~~please indicate:~~ State and Zip Code) --------------------------------------- Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $ --------------------------------------- Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ --------------------------------------- FUNDAMENTAL CHANGE REDEMPTION NOTICE TO: TRIARC COMPANIES, INC. WILMINGTON TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Triarc Companies, Inc. (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~------------------------------------- integral~~ a multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, ~~if any The Debenture~~in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such entire principal amount or portion thereof, ~~if surrendered for conversion (~~together with accrued and unpaid interest to, but excluding, the Fundamental Change Redemption Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If the Company elects to pay the purchase price, in whole or in part~~) other than on an Interest Payment Date~~, ~~shall be entitled to, and the Company shall make, a payment~~ in shares of ~~interest, calculated in the normal course, on the outstanding principal for that~~ Applicable Stock but such portion of the ~~period during which~~ purchase price shall ultimately be paid to such ~~principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount~~ holder entirely in cash because any of the ~~Debenture that is converted shall be entitled~~ conditions to ~~interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion~~ payment of the ~~principal that was~~ purchase price in shares of Applicable Stock is not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately satisfied prior to the close of business on the ~~Business Day of surrender of~~ applicable Fundamental Change Redemption Date, the ~~Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder,~~ undersigned registered owner elects: [ ] to withdraw this Repurchase Notice as ~~holder of the~~ to $[ ] principal amount of the ~~Debenture so converted~~Notes to which this Fundamental Change Redemption Notice relates, ~~shall cease, and the Person~~ or ~~Persons entitled~~ [ ] to receive ~~the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders~~ cash in respect of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the $[ ] principal amount of ~~such Debenture~~the Notes to which this Fundamental Change Redemption Notice relates. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ---------------------- -------------------------------------- -------------------------------------- Signature(s)

Appears in 1 contract

Samples: Indenture (Triarc Companies Inc)

CONVERSION NOTICE. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or any portion of the principal amount ~~at Maturity~~ hereof (which is an integral multiple of US U.S. $~~1,000)~~ 1,000 below designated), into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that such shares, together with a ~~Cheque~~ check in payment for any fractional ~~shares~~ share and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ Securities are to be registered in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Dated~~: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s)~~ :________________ __________________________ Signature [MUST BE GUARANTEED IF STOCK OR SECURITIES ARE TO BE ISSUED IN A NAME OTHER THAN THE REGISTERED HOLDER OF THE SECURITY] _______________________________ Name _______________________________ Address _______________________________ Social Security or other Taxpayer Identification Number, if any If ~~Common Shares~~ shares or ~~Debentures are to be registered in~~ Registered If only a portion of the ~~Debenture~~ Securities is to be Securities are to be converted, please indicate: registered in the name of a Person other than the 1. Principal amount to be converted: Holder, please ~~indicate:~~ print such Person's name and address: ~~-------------------------------------~~ U.S. $___________________ _____________________________ 2. Principal amount and denomination of Name Registered Securities representing unconverted principal amount to be ~~converted~~issued. _____________________________ Address Amount: ~~Name US$ -------------------------------- (US$1,000 denomination~~ U.S.$_________________ _____________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ other Denominations: Taxpayer U.S.$__________ Identification Number, if any (any integral multiple of U.S. $1,000) _____________________________ OPTION TO ELECT REPAYMENT UPON A REPAYMENT EVENT To: ThermoTrex Corporation The ~~Debenture~~undersigned owner of this Security hereby acknowledges receipt of a notice from ThermoTrex Corporation (the "Company") as to the occurrence of a Repayment Event with respect to the Common Stock of the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the Repayment Price (or the relevant percentage thereof), together with accrued interest to such date (except if ~~surrendered~~ the Repayment Date shall be an Interest Payment Date), to the holder hereof. Dated: ________________________ _________________________________ Signature*(s) Name: ___________________________ Address:_________________________ _________________________ [* Signature Guarantee Required] Principal amount to be repaid (if less than all): $__________ NOTICE: If this Security is issued in registered form, the above signatures of the holder(s) hereof must correspond with the name as it appears in the Security in every particular without alteration or enlargement or any change whatever. ______________________________ Social Security or Other Taxpayer Identification Number EXHIBIT B (FORM OF FACE OF REGISTERED GLOBAL SECURITIES) Unless this Security is presented by an authorized representative of The Depository Trust Company ("DTC"), 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx to the issuer or its agent for ~~conversion (~~registration of transfer, exchange or payment, and such Security issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein. Unless and until this Security is exchanged in whole or in ~~part~~part for Securities in certificated form, this Security may not be transferred except as a whole by DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. THERMOTREX CORPORATION (INCORPORATED IN THE STATE OF DELAWARE) ~~other than on an Interest Payment Date, shall be entitled to, and the Company shall make~~NO. R-_________ CUSIP: 883666 AA 7 ThermoTrex Corporation , a ~~payment~~ Delaware corporation (herein referred to as the "Company," which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to ____________________ or registered assigns the principal sum of ~~interest~~_______ Dollars (or any other amounts as are endorsed on the Schedule of Adjustments hereto) plus any premium, ~~calculated in the normal course~~if any, on November 1, 2007 (the ~~outstanding principal for that portion~~ "Stated Maturity") upon the presentation and surrender hereof or, at the option of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in ~~turn~~whole or in part at any time on or after November 1, 2000 upon notice as described in the Indenture and to pay interest thereon from November 3, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each, an "Interest Payment Date"), commencing May 1, 1998, at the rate of 3 1/4% per annum, and Additional Amounts, if any, until the principal hereof is paid or duly provided for. The interest and Additional Amounts, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the ~~transfer agent of the Common Shares, notification of such Notice of Conversion~~ Holder in whose name this Security (or one or more Predecessor Securities) is registered at ~~the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to~~ the close of business on the ~~Business Day of surrender of the Debenture~~ Regular Record Date for ~~conversion (the "Conversion Date") in accordance with the foregoing provisions~~such interest, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion which shall be ~~treated for all purposes as~~ the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.April 15 or

Appears in 1 contract

Samples: Indenture (Thermotrex Corp)

Appears in 1 contract

Samples: Indenture (Xo Communications Inc)

CONVERSION NOTICE. TO: AGCO CORPORATION SUNTRUST BANK The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ AGCO Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________ _____________________________________________ Name of Holder or underlying participant of Depository _____________________________________________ _____________________________________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. _____________________________________________ Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ___________________________________ (Name) ___________________________________ (Street Address) ___________________________________ (City, ~~please indicate:~~ State and Xxx Xxxx) ___________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $ _________________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number~~, if any~~ : ___________________________________ OPTION TO ELECT REPAYMENT UPON A DESIGNATED EVENT TO: AGCO CORPORATION SUNTRUST BANK The ~~Debenture, if surrendered for conversion~~ undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from AGCO Corporation (~~in whole or in part~~the "COMPANY") other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the ~~Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together~~ occurrence of a Fundamental Change with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the ~~Company~~Company to redeem the entire principal amount of this Note, ~~in turn~~or the portion thereof (which is $1,000 or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If~~ but excluding, the ~~Debenture is converted in part only~~Fundamental Change Redemption Date, ~~upon such conversion the Company shall execute and deliver~~ to the ~~Holder, at~~ registered holder hereof. Capitalized terms used herein but not defined shall have the ~~expense of~~ meanings ascribed to such terms in the ~~Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture~~Indenture. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ______________________ __________________________________ __________________________________ Signature(s)

Appears in 1 contract

Samples: Indenture (Agco Corp /De)

Appears in 1 contract

Samples: Monmouth Real Estate Investment Corp

CONVERSION NOTICE. TO: GENESIS HEALTHCARE CORPORATION THE BANK OF NEW YORK The undersigned ~~holder~~ registered owner of this Debenture hereby irrevocably ~~converts~~ exercises the option to convert this Debenture, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below ~~designated~~designated into cash and shares of Common Stock, ~~into Common Shares of the Company~~ if any, in accordance with the terms of the Indenture referred to in this Debenture, and directs that any shares of Common Stock issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any payment of the Principal Return (as defined in ~~payment~~ the Indenture) and for ~~any~~ fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered in accordance with the terms of the Indenture. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Debenture not converted are to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Debenture. Dated: ______________________ ___________________________________ ___________________________________ Signature(s) Signature(s) must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ___________________________________ Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and ~~be registered~~ in the name of the ~~undersigned unless a different~~ registered holder: ______________________________ (Name) ______________________________ (Xxxxxx Xxxxxxx) ______________________________ (City, State and Zip Code) ______________________________ Please print name ~~has been indicated below. If Common Shares or Debentures are~~ and address Principal amount to be ~~registered in~~ converted (if less than all): $______________________________ Social Security or Other Taxpayer Identification Number: OPTION TO ELECT REPURCHASE UPON A DESIGNATED EVENT TO: GENESIS HEALTHCARE CORPORATION THE BANK OF NEW YORK Pursuant to the ~~name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate~~ terms of the ~~undersigned)~~Indenture and the Debentures, the undersigned ~~will pay all transfer taxes~~registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Genesis HealthCare Corporation (the "COMPANY") as to the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof; provided that if such Designated Event Repurchase Date falls after a Record Date and on or prior the corresponding Interest Payment Date, the Interest and Additional Amounts, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print on such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment ~~Date,~~ Date shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up paid to the ~~Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion~~ holder of ~~the principal that was not converted. The Company's delivery to the Holder~~ record of ~~the number of Common Shares (and cash in lieu of fractions thereof) into which the~~ this Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at ~~the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to~~ the close of business on the ~~Business Day of surrender~~ corresponding Record Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by the Company as of the ~~Debenture for conversion (~~Designated Event Repurchase Date pursuant to the ~~"Conversion Date")~~ terms and conditions specified in ~~accordance with~~ the ~~foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease,~~ Debentures and the ~~Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time~~Indenture. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Dated: ______________________ ___________________________________ ___________________________________ Signature(s)

Appears in 1 contract

Samples: Indenture (Genesis Healthcare Corp)

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned ~~holder~~ Holder of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock plus cash in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and/or the plus cash amount, as applicable, and any ~~Debentures~~ Note representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: By: --------------------- Signature of Registered Holder* If shares or Notes are to be Principal amount to be registered in the name of a ~~Person other~~ converted (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a all): Person other than the Holder, $______,000 please ~~indicate:~~ print such Person's name and address: ~~------------------------------------- Principal amount to be converted:~~ -------------------------------- Name ~~US$~~ -------------------------------- ~~(US$1,000 denomination~~ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number -------------------------------- Street Address -------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Notes are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Transwitch Corp /De

CONVERSION NOTICE. TO: [SESA GOA LIMITED]7 Sesa Ghor, 00 XXX Xxxxxxx, Xxxxx Xxxxxx, Xxx – 403 001 India Attention: Company Secretary Fax: +00 000 0000 000 and Vedanta 00 Xxxxx Xxxx Xxxx Xxxxx (East) Xxxxxx, Xxxxxxxxxxx 000-000 Xxxxx Attention: Chief Financial Officer Fax No.: +00 00 0000 0000 and WILMINGTON TRUST COMPANY, as Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Capital Markets / [Sesa Goa Limited]7 (formerly known as Sterlite Industries (India) Limited) Fax No.: +0 (000) 000-0000 and Citibank, N.A., as Securities Administrator and Conversion Agent 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 Attn: 15th Floor Window – [Sesa Goa Limited]7 (formerly known as Sterlite Industries (India) Limited) The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below designated, ~~into Common Shares of the Company~~ in accordance with the terms of the Indenture referred to in this ~~Debenture,~~ Note and directs that ~~such shares~~(A) the (i) ADSs of [Sesa Goa Limited]7 (the “Company”) and (ii) cash in lieu of fractional ADSs, ~~together with a Cheque in payment for~~ if any, and (B) any ~~fractional shares and any Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ ADSs or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all ~~transfer taxes, if any,~~ taxes or duties payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. 7 If the Successor Company has changed its registered name, insert the changed name in accordance with Section 2.03 of the Second Supplemental Indenture. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ Signature(s) ~~If Common Shares~~ Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or ~~Debentures are~~ participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of ADSs if to be ~~registered in If only a portion of~~ issued, and Notes if to be delivered, and the ~~Debenture~~ person to whom payment for fractional ADSs is to be ~~converted~~made, if to be made, other than to and in the name of ~~a Person other than~~ the registered Holder~~, please indicate~~: Please print ~~such Person's~~ name and address: ~~-------------------------------------~~ (Name) (Street Address) (City, State and Zip Code) Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.:

Appears in 1 contract

Samples: Second Supplemental Indenture (SESA GOA LTD)

CONVERSION NOTICE. TO: AT HOME CORPORATION STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ At Home Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ___________________ ____________________________________________ ____________________________________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ____________________________________________ Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ________________________________________ (Name) ________________________________________ (Xxxxxx Xxxxxxx) ________________________________________ (City, ~~please indicate:~~ State and Zip Code) __________________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $________________________________________ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.: _________________________________________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE

Appears in 1 contract

Samples: At Home Corp

CONVERSION NOTICE. To DDi Corp.: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ ------------- Dated: -------------------- Owner: --------------------------------------- --------------------------------------- Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad- 15 under the Securities Exchange Act of 1934 if shares of Common Stock are to be delivered, or Securities to be issued, other than to and in the name of the registered owner. --------------------------------------- Signature Guaranty Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. ---------------------------------------- (Name) ---------------------------------------- Social Security or Other Taxpayer Identification Number ---------------------------------------- (Address) ---------------------------------------- OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: DDi Corp. The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from DDi Corp. (the "Company") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security at the redemption price, together with accrued interest to, but excluding, such date, to the registered Holder hereof. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ------------------ --------------------------------------- Signature(s) ~~If Common Shares or Debentures are~~ Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to ~~be registered in If only a portion~~ Rule 17Ad- 15 under the Securities Exchange Act of ~~the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: -------------------------------------~~ 1934. --------------------------------------- Signature Guaranty Principal amount to be ~~converted: Name US$ --------------------------------~~ repurchased (~~US$1,000 denomination or -------------------------------------~~ in an integral multiple ~~thereof) Address ------------------------------------- Taxpayer Identification Number~~of $1,000, if less than all): --------------------------------- NOTICE: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any ~~The Debenture~~change whatsoever. ASSIGNMENT FORM To assign this Security, ~~if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated~~ fill in the ~~normal course~~form below and have your signature guaranteed: (I) or (we) assign and transfer this Security to: ----------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- ----------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint ------------------------------------------------------- to transfer this Security on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense books of the Company~~, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture~~. The ~~Debenture~~ agent may ~~be converted in part, but only if~~ substitute another to act for him. Dated: Your Name: ------------ --------------------------------------------- Print your name exactly as it appears on the ~~principal amount to be converted is any integral multiple~~ face of ~~US$1,000.~~this Security)

Appears in 1 contract

Samples: Satisfaction And (Ddi Capital Corp/Dynamic Details Inc)

CONVERSION NOTICE. TO: LTX CORPORATION STATE STREET BANK AND TRUST COMPANY The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ LTX Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ _______________ _____________________ _____________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: __________________________________ (Name) __________________________________ (Street Address) __________________________________ (City, ~~please indicate:~~ State and Zip Code) __________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): __________________________________ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ __________________________________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: LTX CORPORATION STATE STREET BANK AND TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from LTX Corporation (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: _____________ ___________________ ___________________ Signature(s)

Appears in 1 contract

Samples: LTX Corp

CONVERSION NOTICE. To: TRANSWITCH CORPORATION The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: By: Signature of Registered Holder* If shares or Securities are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please ~~indicate:~~ print such Person's ’s name and address: ~~-------------------------------------~~ Principal amount to be ~~converted:~~ converted (if less than all): $______,000 Name ~~US$ -------------------------------- (US$1,000 denomination~~ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number Street Address City, ~~if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to,~~ State and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, Zip Code If the principal amount of ~~the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest~~ this Security to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted ~~immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date")~~ in accordance with this conversion notice is to be applied other than pursuant to the ~~foregoing provisions, and at such time the rights~~ default principles of Section 12.13 of the ~~Holder~~Indenture, ~~as holder of~~ please check here ___ and describe how it is to be applied in the ~~principal amount of the Debenture so converted~~space provided below. ______________________________________________________________________________________________________________________________ * Signature(s) must be guaranteed by an eligible guarantor institution (banks, ~~shall cease~~stock brokers, savings and ~~the Person or Persons entitled~~ loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue Securities and ~~deliver to the Holder, a certificate or certificates for the number of full~~ Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Indenture (Transwitch Corp /De)

CONVERSION NOTICE. To Micron Technology, Inc.: The undersigned ~~holder~~ owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of the Company in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon the conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Securities representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ this Notice is being delivered (other than during an Extension Period) on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or ~~Debentures~~ the portion thereof being converted has been called for redemption on a Redemption Date after the close of business on a Regular Record Date and prior to the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the next such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in an integral multiple of $1,000, if less than all) $ __________ Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ _______________ _______________________________________________ _______________________________________________ Signature(s) If must be guaranteed by a qualified guarantor institution if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ delivered, or Securities to be ~~converted~~issued, other than to and in the name of ~~a Person other than~~ the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered registered owner. _______________________________________________ Signature Guaranty Fill in for ~~conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment~~ registration of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute Stock and ~~deliver~~ Security if to be issued otherwise than to the registered Holder~~, at the expense of the Company, a new Debenture~~ . ___________________________________________________ (Name) Social Security or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.Other Taxpayer Identification Number (Address) ELECTION OF HOLDER TO REQUIRE REPURCHASE

Appears in 1 contract

Samples: Acquisition Agreement (Micron Technology Inc)

Appears in 1 contract

Samples: Ciena Corp

CONVERSION NOTICE. ~~The undersigned holder of this Debenture hereby irrevocably converts~~ Exhibit F attached hereto and made a part hereof sets forth the ~~Debenture, or any portion~~ procedures with respect to the conversion of the ~~principal amount at Maturity hereof (which~~ Convertible Debentures, including the forms of Conversion Notice to be provided upon conversion, instructions as to the procedures for conversion and such other information and instructions as may be reasonably necessary to enable the Buyer(s) or its permitted transferee(s) to exercise the right of conversion smoothly and expeditiously; provided, however, that the Escrow Agent shall only distribute the Escrow Shares if there is an ~~integral multiple~~ Event of ~~US $1,000~~Default under the Convertible Debentures. (c) ~~below designated~~The Company agrees that, ~~into Common Shares~~ at any time the conversion price of the Convertible Debentures is such that the number of Escrow Shares for the Convertible Debentures is less than five (5) times the number of shares of Common Stock that would be needed to satisfy full conversion of all of such Convertible Debentures then outstanding, given the then current conversion price (the “Full Conversion Shares”), upon five (5) business days written notice of such circumstance to the Company ~~in accordance with~~ by the ~~terms of this Debenture~~Buyers and the Escrow Agent, ~~and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered~~ the Company shall issue additional share certificates in the name of the ~~undersigned unless a different name has been indicated below~~Buyer(s) and/or their assigns in denominations specified by the Buyer(s), and deliver same to the Escrow Agent, such that the new number of Escrow Shares with respect to the Convertible Debentures is equal to five (5) times the Full Conversion Shares. ~~If Common Shares or Debentures are~~ (d) Subject to ~~be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned~~Section 7(e), the ~~undersigned will pay all transfer taxes, if any, payable with respect thereto~~Buyer shall not be entitled to convert the Convertible Debentures into a number of shares of Common Stock exceeding 10,000,000 Conversion Shares (the “Maximum Share Limit”). ~~Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s~~(e) If ~~Common Shares or Debentures are to be registered in If only a portion~~ the conversion price of the ~~Debenture~~ Convertible Debentures is such that the number of Conversion Shares needed to ~~be converted~~satisfy full conversion of all of the outstanding Convertible Debentures would exceed the then Maximum Share Limit (as adjusted for stock splits, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled toreverse stock splits, and the ~~Company shall make~~like), ~~a payment~~ then upon five (5) business days written notice of ~~interest, calculated in the normal course, on the outstanding principal for that portion of the period during which~~ such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver circumstance to the Company ~~and~~ by the ~~Company, in turn, to~~ Buyer and/or the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion DateEscrow Agent, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holdershall, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.its

Appears in 1 contract

Samples: Securities Purchase Agreement (Xinhua China LTD)

CONVERSION NOTICE. To: Penn Treaty American Corporation The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Regulation S Global Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Regulation S Global Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 principal amount or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock, par value $.10 per share of the ~~Company~~ Company, in accordance with the terms of the Indenture referred to in this ~~Debenture~~Regulation S Global Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Regulation S Global Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will check the appropriate box below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Regulation S Global Note. Dated:_______________________ Contact Person: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________ Fax Number:___________________________ _____________________________ Telephone Number:_____________________ _____________________________ Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. _______________________________________ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the ~~Holder~~name of the registered holder: _______________________________________ (Name) _______________________________________ (Xxxxxx Xxxxxxx) _______________________________________ (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all) $ _________________________________ Social Security or Other Taxpayer Identification Number [FORM OF OPTION TO ELECT REPAYMENT UPON A CHANGE OF CONTROL] To: ~~Name US$ --------------------------------~~ Penn Treaty American Corporation The undersigned registered owner of this Regulation S Global Note hereby irrevocably acknowledges receipt of a notice from Penn Treaty American Corporation (~~US$~~the "Company") as to the occurrence of a Change of Control with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Regulation S Global Note, or the portion thereof (which is $1,000 ~~denomination~~ principal amount or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled~~ Indenture referred to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionin this Regulation S Global Note, together with ~~payment in lieu of any fraction of a share~~accrued interest to such date, ~~as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver~~ to the ~~Holder~~registered holder hereof. Dated:_______________ _______________________________________ _______________________________________ Signature(s) _______________________________________ Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $_____________________ [FORM OF ASSIGNMENT] For value received __________________________________ hereby sell(s), at assign(s) and transfer(s) unto _______________________ (please insert social security or other identifying number of assignee) the ~~expense~~ within Note, and hereby irrevocably constitutes and appoints ______________________________ attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the within Note occurring prior to the third anniversary of the date of original issuance of such Note, the undersigned confirms that such Note is being transferred: [ ] To Penn Treaty American Corporation or a ~~new Debenture~~ subsidiary thereof; or ~~Debentures~~ [ ] Pursuant to and in compliance with Rule 144A under the Securities Act of ~~authorized denominations~~ 1933, as amended; or [ ] To an institutional accredited investor pursuant to and in compliance with the Securities Act of 1933, as amended; or [ ] Pursuant to and in compliance with Regulation S under the Securities Act of 1933, as amended; or [ ] Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended. Unless one of the boxes above is checked, the Trustee will refuse to register any of the within Notes in the name of any person other than the registered holder thereof (or hereof); provided, however, that the Trustee may, in its sole discretion, register the transfer of such Notes if it has received such certifications, legal opinions and/or other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. In addition, if the transferee is an institutional accredited investor or a purchaser who is not a U.S. person, the holder must furnish to the Trustee (i) in the case of an institutional accredited investor, a signed letter containing certain representations and agreements relating to the restrictions on transfer of the security evidenced hereby in substantially the form of Exhibit D to the Indenture, and (ii) such other certifications, legal opinions or other information as it may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. Dated: ___________________________ __________________________________ __________________________________ Signature(s) Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an ~~aggregate principal amount equal~~ approved signature guarantee medallion program pursuant to ~~the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000~~Securities and Exchange Commission Rule 17Ad-15.

Appears in 1 contract

Samples: Penn Treaty American Corp

CONVERSION NOTICE. ~~The undersigned holder of~~ To convert this ~~Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated,~~ Security into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense Stock of the Company, ~~a new Debenture or Debentures~~ check the box: |_| To convert only part of ~~authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part~~this Security, ~~but only if~~ state the principal amount to be converted (must be $1,000 or a multiple of $1,000): $____________. If you want the stock certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) Your Signature: Date: ----------------------------- ---------------------------------------- (Sign exactly as your name appears on the other side of this Security) *Signature guaranteed by: By: ----------------------------- ----------------------------------------------------------- * The signature must be guarnteed by an institution which is ~~any~~ a member of one of the following recognized signature guaranty programs:(i) the Securities Transfer Agent Medallion Program (STAMP);(ii) the New York stock Exchange Medallion Program (MSP);(iii) the Stock Exchange Medallion Program (SEMP;or (iv) such other guaranty program acceptable to the Trustee. OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL OR ON SPECIFIC DATES To: St. Xxxx Xxxx & Exploration Company To elect to have this Security purchased by the Company pursuant to Article V (Repurchase at Option of Holder on Specific Dates) or Article XII (Repurchase at Option of Holder Upon a Change in Control) of the Indenture, check the applicable box: |_| Article V (Repurchase at Option of Holder on Specific Dates) |_| Article XII (Repurchase at Option of Holder Upon a Change in Control) Date: ---------------------------- -------------------------------------------- -------------------------------------------- Signature(s) Signature(s) must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. -------------------------------------------- Signature Guaranty Principal amount to be redeemed ( in an integral multiple of ~~US$~~$1,000., if less than all): ---------------------------------- Notice: The signature to the foregoing Election must correspond to the Name as written upon the face of this Security in every particular, without alteration or any change whatsoever. SCHEDULE OF EXCHANGES OF NOTES4 The following exchanges, redemptions, repurchases or conversions of a part of this global Security have been made: Principal Amount of this Global Security Following Amount of Decrease in Amount of Increase in Such Decrease Date of Authorized Signatory of Principal Amount of this Principal Amount of this Exchange (or Increase) Securities Custodian Global Security Global Security ------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------- 4 This schedule should be included only if the Security is Global Security. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF TRANSFER RESTRICTED SECURITIES5 Re: 5.75% Senior Convertible Notes due 2022 (the "Securities") of St. Xxxx Xxxx & Exploration Company This certificate relates to $_______ principal amount of Securities owned in (check applicable box) |_| book-entry or |_| definitive form by ____________________ (the "Transferor"). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.6 of the Indenture dated as of March 13, 2002 between St. Xxxx Xxxx & Exploration Company and Xxxxx Fargo Bank West, N.A. (the "Indenture"), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): |_| Such Security is being transferred pursuant to an effective registration statement under the Securities Act. |_| Such Security is being acquired for the Transferor's own account, without transfer. |_| Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. |_| Such Security is being transferred to a person the Transferor reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A or any successor provision thereto ("Rule 144A") under the Securities Act) that is purchasing for its own account or for the account of a "qualified institutional buyer", in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. |_| Such Security is being transferred outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act. |_| Such Security is being transferred in the United States to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) that, prior to such transfer, will furnish to the Trustee a signed letter containing certain representations and agreements relating to the transfer of such Securities and an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act. ----------------------------------------------------------- 5 This certificate should only be included if this Security is a Transfer Restricted Security. |_| Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) ("Rule 144") under the Securities Act. |_| Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a "restricted security" within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a global Security which is a "restricted security" within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer" (as defined in Rule 144A). Date: ---------------------------- --------------------------------------------- (Insert Name of Transferor)

Appears in 1 contract

Samples: Indenture (St Mary Land & Exploration Co)

CONVERSION NOTICE. REDLINE PERFORMANCE PRODUCTS, INC. (To be signed only upon exercise of conversion right) The ~~undersigned~~ undersigned, the holder of ~~this Debenture~~ the within Bridge Warrant, hereby irrevocably ~~converts~~ elects to exercise the ~~Debenture, or any portion~~ Conversion Right set forth in such Bridge Warrant and to purchase ____________ shares of the ~~principal amount~~ Common Stock, of Redline Performance Products. The closing of this conversion shall take place at ~~Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares~~ the offices of the ~~Company in accordance with~~ undersigned on ______________________. Certificates for the ~~terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional~~ shares ~~and any Debentures representing any unconverted principal amount hereof,~~ to be delivered ~~to and~~ at the closing shall be ~~registered~~ issued in the name of ~~the undersigned unless a different name has been indicated below~~________________________________________________________________ whose address is _________________________________________. ~~If Common Shares or Debentures are~~ Dated: , 20 . ----------------------------------------------- -- -------------------------------------------------------------- (Signature must conform in all respects to ~~be registered in~~ the name of holder as specified on the face of the Bridge Warrant) -------------------------------------------------------------- (Address) -------------------------------------------------------------- (City, State, Zip Code) AGREEMENT TO DEFER PAYMENTS UNDER PROMISSORY NOTE ISSUED BY REDLINE PERFORMANCE PRODUCTS, INC. December 18, 2002 Redline Performance Products, Inc. (the "Borrower") previously issued a ~~Person other than~~ Secured Convertible Subordinated Promissory Note (the "Note") dated November 21, 2001 to the undersigned lender(s) (~~which other Person~~ the ~~undersigned acknowledges may only be an affiliate of the undersigned~~"Lender"), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the ~~normal course, on the outstanding~~ principal ~~for that portion~~ sum of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment DateTwenty-Five Thousand and 00/100 Dollars ($25,000.00), together with interest on the unpaid principal balance outstanding from time to time at the rate of fifteen percent (15%) per annum. Pursuant to that ~~portion of~~ Note, the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation Borrower promised to pay the ~~principal amount~~ Lender all of the ~~Debenture~~outstanding principal and accrued interest on the Note on or before December 31, 2002. ~~The Holder shall promptly deliver~~ For value received, the Lender hereby defers any and all payments of principal and interest due pursuant to the ~~Company~~ Note until the earlier of (i) the date five (5) business days after the Borrower closes an IPO, as defined below, and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to (ii) the close of business on June 30, 2003 (each a "Deferral Date"). The Note provides the ~~Business Day of surrender~~ Lender the right to convert amounts due pursuant to the Note into other securities of the ~~Debenture for conversion (~~Borrower. The Lender understands that the ~~"Conversion Date") in accordance~~ Borrower intends to file a registration statement with the ~~foregoing provisions~~Securities and Exchange Commission in December 2002 or January 2003 to facilitate the Borrower's initial public offering of common stock ("IPO"). Any such filing will restrict the Borrower's ability to facilitate the conversion of amounts owed under the Note until closing of an IPO. For value received, the Lender hereby waives the Lender's right to convert amounts owed under the Note during the period beginning on the date the Borrower files a registration statement with the Securities and Exchange Commission in connection with an IPO and ending upon closing of an IPO. Lender understands and agrees that Lender's right to convert amounts due pursuant to the Note shall be limited to the following: (i) prior to Borrower filing a registration statement in connection with an IPO (expected to be on or about December 27, 2002) Lender may convert at ~~such time the rights~~ a per share price equal to $3.75 and (ii) after closing of the ~~Holder~~IPO and for a period of not less than five business days thereafter, ~~as holder~~ Lender may convert at a per share price equal to the price of shares sold in the IPO. The Borrower may pay all amounts due under the Note at any time other than the five-day period referenced herein and intends to pay such amounts after closing of the IPO. This paragraph shall be of no force and effect if the Borrower does not make a filing in connection with an IPO. In exchange for the deferral and modification to conversion rights set forth herein, the Borrower will issue to the Lender an additional warrant to purchase 10,000 shares of common stock for every $50,000 in principal amount of the ~~Debenture so converted~~Note. The Lender hereby waives any prior default by Borrower under the Note. Except as expressly set forth herein, ~~shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for~~ all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the ~~Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion~~ terms and conditions of the ~~principal amount of such Debenture. The Debenture may be converted~~ Note shall remain unchanged and shall continue in ~~part, but only if the principal amount to be converted is any integral multiple of US$1,000~~full force and effect.

Appears in 1 contract

Samples: Security Agreement (Redline Performance Products Inc)

Appears in 1 contract

Samples: Teradyne Inc

CONVERSION NOTICE. To: AnnTaylor Stores Corporation The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 Principal Amount or an integral multiple thereof), below designated into shares of ~~US $1,000~~Common Stock (in the form of a Share Certificate) ~~below designated, into Common Shares of the Company~~ in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted ~~principal amount~~ Principal Amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. ~~Dated~~Any amount required to be paid by the undersigned on account of interest accompanies this Security. DATE: ~~---------------------- ----------------------------------------- -----------------------------------------~~ _______________ ---------------------------------- Signature(s) (If a corporation, partnership or fiduciary, the title of the Person signing must be stated.) Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Securities to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. ------------------------------------ Signature Guarantee Fill in for registration of shares if they are to be delivered, or unconverted Securities if they are to be issued, other than to and in the ~~Holder~~name of the registered holder: ------------------------------------ (Name) ------------------------------------ (Street Address) ------------------------------------ (City, ~~please indicate:~~ State and zip code) (Please print ~~such Person's~~ name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.)

Appears in 1 contract

Samples: Indenture (Anntaylor Inc)

CONVERSION NOTICE. TO: BURR-XXXXX XXXPORATION UNITED STATES TRUST COMPANY OF NEW YORK The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Burr-Xxxxx Xxxporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ----------------------------- ----------------------------- ----------------------------- Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ------------------------------- Signature Guarantee A-11 98 Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: ------------------------------------- (Name) ------------------------------------- (Street Address) ------------------------------------- (City, ~~please indicate:~~ State and Zip Code) ------------------------------------- Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $ ------------------------------------ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ ------------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: BURR-XXXXX XXXPORATION UNITED STATES TRUST COMPANY OF NEW YORK The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Burr-Xxxxx Xxxporation (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: --------------------------- --------------------------- --------------------------- Signature(s)

Appears in 1 contract

Samples: Burr Brown Corp

CONVERSION NOTICE. To: OMNICOM GROUP INC. The undersigned ~~holder~~ registered owner of this Debenture hereby irrevocably ~~converts~~ exercises the option to convert this Debenture, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Omnicom Group Inc. in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Debenture not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will complete the appropriate section below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Debenture. Dated~~: ---------------------- ----------------------------------------- -----------------------------------------~~ :____________________ ___________________________________________ ___________________________________________ Signature(s) If Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Debentures to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. ___________________________________________ Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and in the ~~Holder~~name of the registered holder: __________________________________ (Name) __________________________________ (Xxxxxx Xxxxxxx) __________________________________ (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $___________ _________________________________ Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPAYMENT ON JANUARY 6, 2004 To: ~~Name US$ --------------------------------~~ OMNICOM GROUP INC. The undersigned registered owner of this Debenture hereby irrevocably requests and instructs Omnicom Group Inc. (~~US$~~the "Company") to repay the within Debenture or portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of~~ Indenture referred to in this Debenture at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionrepayment price, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered holder hereof.

Appears in 1 contract

Samples: Indenture (Omnicom Group Inc)

CONVERSION NOTICE. TO: RIVERSTONE NETWORKS, INC. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Riverstone Networks, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Notwithstanding the foregoing, the undersigned registered owner of this Note acknowledges that if the Company has previously provided notice of its election to make a cash payment in lieu of issuing shares upon conversion in accordance with the terms of the Indenture referred to in this Note, and such notice has not been revoked or terminated, the Company shall make a cash payment to the undersigned registered owner equal to 105% of the value of the Common Stock that the undersigned registered owner would have received upon conversion of this Note. The cash payment will be deposited with State Street Bank and Trust Company of California, N.A., or one or more paying agents (or will be held in trust by the Company, if it is acting as its own paying agent), in accordance with the terms of the Indenture, in an amount of money in immediately available funds sufficient to make such cash payment. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ___________________ ________________________________________ ________________________________________ Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. _______________________________________ Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: _______________________________________ (Name) _______________________________________ (Xxxxxx Xxxxxxx) _______________________________________ (City, ~~please indicate:~~ State and Zip Code) _______________________________________ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $______________________________________ Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ _______________________________________ OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: RIVERSTONE NETWORKS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Riverstone Networks, Inc. (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ___________________ ________________________________________ ________________________________________ Signature(s)

Appears in 1 contract

Samples: Riverstone Networks Inc

CONVERSION NOTICE. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby ~~irrevocably converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the~~ hereof (that is $1,000 principal amount ~~at Maturity hereof (which is~~ or an integral multiple ~~of US $1,000~~thereof) below designated, into cash, Common ~~Shares~~ Stock or a combination of ~~the Company~~ cash and Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that any cash payable and any Common Stock issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque in payment~~ any cash for any fractional ~~shares~~ share, and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name and address has been indicated below. If any Common ~~Shares~~ Stock or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all documentary, stamp or similar issue or transfer taxes, if ~~any, payable~~ any in accordance with ~~respect thereto~~the Indenture. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ Signature(s) ~~If Common~~ Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Ordinary Shares ~~or Debentures~~ are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes are to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the ~~Holder~~name of the registered holder: (Name) (Street Address) (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $ ,000 NOTICE: ~~Name US$ --------------------------------~~ The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number [Form of Fundamental Change Repurchase Notice] To: U.S. Bank National Association Global Corporate Trust Services Mailcode: EP MN WS3C 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107-2292 Facsimile No.: (~~US$~~000) 000-0000 Attention: [__] The undersigned registered owner of this Note hereby acknowledges receipt of a notice from HC2 Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 ~~denomination~~ principal amount or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, and (2) if ~~any The Debenture, if surrendered for conversion (in whole~~ such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or ~~in part) other than on an~~ prior to the corresponding Interest Payment Date, ~~shall be entitled~~ accrued and unpaid interest, if any, thereon to, ~~and~~ but excluding, such Fundamental Change Purchase Date. In the ~~Company shall make~~case of Physical Notes, ~~a payment of interest, calculated in~~ the ~~normal course, on the outstanding principal for that portion~~ certificate numbers of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest Notes to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereofrepurchased are as set forth below: Dated: Signature(s) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person Social Security or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal Other Taxpayer Identification Number Principal amount to be ~~converted is~~ repaid (if less than all): $______,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any ~~integral multiple of US$1,000~~change whatever.

Appears in 1 contract

Samples: Hc2 Holdings, Inc.

Appears in 1 contract

Samples: Ciena Corp

CONVERSION NOTICE. To: CD Radio Inc. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The undersigned hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common Stock may, from time to time, request. Dated: ------------------------------ Signature* ------------------------------ Signature Guaranty If shares or Securities are to be Principal amount to registered in the name of a Person ~~other than the undersigned (which other Person the undersigned acknowledges may only~~ be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person converted other than the Holder, please ~~indicate:~~ print (if less than all): such Person's name and address~~: ------------------------------------- Principal amount to be converted:~~ :* $______,000 ---------------------------------- ---------------------------------- Name ~~US$ -------------------------------- (US$1,000 denomination~~ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number ---------------------------------- Street Address ---------------------------------- City, State and Zip Code * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Cd Radio Inc

CONVERSION NOTICE. TO: CONEXANT SYSTEMS, INC. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Conexant Systems, Inc. in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ -------------------------- -------------------------------------------- -------------------------------------------- Signature(s) If Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. -------------------------------------------- Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: --------------------------------- (Name) --------------------------------- (Street Address) --------------------------------- (City, ~~please indicate:~~ State and Zip Code) --------------------------------- Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $ -------------------------------- Social Security or Other Taxpayer Identification Number: ~~Name US$ --------------------------------~~ --------------------------------- OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE TO: CONEXANT SYSTEMS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Conexant Systems, Inc. (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ repayment date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: -------------------------- -------------------------------------------- -------------------------------------------- Signature(s)

Appears in 1 contract

Samples: Conexant Systems Inc

Appears in 1 contract

Samples: Corixa Corp

CONVERSION NOTICE. To: National Semiconductor Corporation The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ National Semiconductor Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will check the appropriate box below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ------------------------ ---------------------------------- ---------------------------------- Signature(s) If Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered holder. ---------------------------------- Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the ~~Holder~~name of the registered holder: ------------------------------- (Name) ------------------------------- (Street Address) ------------------------------- (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all):$______________ ---------------------------------- Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE To: ~~Name US$ --------------------------------~~ National Semiconductor Corporation The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from National Semiconductor Corporation (~~US$~~the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of~~ Indenture referred to in this Note at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionredemption price, together with ~~payment in lieu of any fraction of a share~~accrued interest to such date, ~~as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver~~ to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered holder hereof. ~~The Debenture may be converted in part, but only if the principal~~ Dated: ------------------------ --------------------------------------- --------------------------------------- Signature(s) Principal amount to be converted is (if less than all): $__________ NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any ~~integral multiple of US$1,000.~~change whatever. ---------------------------------------- Social Security or Other Taxpayer Identification Number

Appears in 1 contract

Samples: Indenture (National Semiconductor Corp)

CONVERSION NOTICE. To: CLEAR CHANNEL COMMUNICATIONS, INC. The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is $1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Clear Channel Communications, Inc. in accordance with the terms of ~~this Debenture~~the Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been indicated below. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a Person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will check the appropriate box below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ----------------------- ----------------------------- ----------------------------- Signature(s) If Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common ~~Shares or Debentures~~ Stock are to be ~~registered in If only a portion of the Debenture is~~ issued, or Notes to be ~~converted~~delivered, other than to and in the name of ~~a Person~~ the registered Holder. -------------------------------- Signature Guarantee Fill in for registration of shares of Common Stock if to be issued, and Notes it to be delivered, other than to and in the name of the registered Holder: ------------------------ (Name) ------------------------ (Street Address) ------------------------ (City, ~~please indicate:~~ State and Zip Code) Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted~~converted (if less than all): $----------------- --------------------------------- Social Security or Other Taxpayer Identification Number OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: ~~Name US$ --------------------------------~~ CLEAR CHANNEL COMMUNICATIONS, INC. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Clear Channel Communications, Inc. (~~US$~~the Company") as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 ~~denomination~~ or ~~-------------------------------------~~ an integral multiple thereof) ~~Address ------------------------------------- Taxpayer Identification Number~~below designated, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder of~~ Note at the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionrepurchase price, together with ~~payment in lieu of any fraction of a share~~accrued interest to, ~~as provided in Section 1208. If the Debenture is converted in part only~~but excluding, ~~upon~~ such ~~conversion the Company shall execute and deliver~~ date, to the Holder, at the expense of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debentureregistered Holder hereof. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: _________________ ___________________

Appears in 1 contract

Samples: Senior Indenture (Clear Channel Communications Inc)

CONVERSION NOTICE. TO: CELGENE CORPORATION THE BANK OF NEW YORK The undersigned ~~holder~~ registered owner of this ~~Debenture~~ Note hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Note, or ~~any~~ the portion ~~of the principal amount at Maturity hereof~~ thereof (which is ~~an integral~~ $1,000 or a multiple ~~of US $1,000~~thereof) below designated, into shares of Common ~~Shares~~ Stock of ~~the Company~~ Celgene Corporation in accordance with the terms of the Indenture referred to in this ~~Debenture~~Note, and directs that the shares issuable and deliverable upon such ~~shares~~conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ fractional shares and any ~~Debentures~~ Notes representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If ~~Common Shares~~ shares or ~~Debentures~~ any portion of this Note not converted are to be ~~registered~~ issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will provide the appropriate information below and pay all transfer ~~taxes, if any,~~ taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: ~~---------------------- ----------------------------------------- -----------------------------------------~~ ______________________ ------------------------------ ------------------------------ Signature(s) If Signature(s) must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ------------------------------- Signature Guarantee Fill in the registration of shares of Common ~~Shares or Debentures are~~ Stock if to be ~~registered in If only a portion of the Debenture is~~ issued, and Notes if to be ~~converted~~delivered, other than to and in the name of ~~a Person other than~~ the ~~Holder~~registered holder: -------------------------- (Name) ------------------------------ (Street Address) ------------------------------ (City, ~~please indicate:~~ State and Zip Code) ------------------------------ Please print ~~such Person's~~ name and ~~address: -------------------------------------~~ address Principal amount to be ~~converted: Name US$ --------------------------------~~ converted (~~US$1,000 denomination~~ if less than all): $----------------------------- Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Other Taxpayer Identification Number~~, if any~~ : ------------------------------ OPTION TO ELECT REDEMPTION UPON A FUNDAMENTAL CHANGE TO: CELGENE CORPORATION THE BANK OF NEW YORK The ~~Debenture, if surrendered for conversion~~ undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Celgene Corporation (~~in whole or in part~~the "COMPANY") other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up as to the ~~Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together~~ occurrence of a Fundamental Change with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver respect to the Company and requests and instructs the ~~Company~~Company to redeem the entire principal amount of this Note, ~~in turn~~or the portion thereof (which is $1,000 or a multiple thereof) below designated, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the ~~foregoing provisions, and at such time the rights~~ terms of the ~~Holder, as holder~~ Indenture referred to in this Note at the price of ~~the~~ 100% of such entire principal amount ~~of the Debenture so converted, shall cease, and the Person~~ or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common Shares issuable upon conversionportion thereof, together with ~~payment in lieu of any fraction of a share~~accrued interest and Liquidated Damages, ~~as provided in Section 1208. If~~ if any, to, but excluding, the ~~Debenture is converted in part only~~Fundamental Change Redemption Date, ~~upon such conversion the Company shall execute and deliver~~ to the ~~Holder, at~~ registered holder hereof. Capitalized terms used herein but not defined shall have the ~~expense of~~ meanings ascribed to such terms in the ~~Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture~~Indenture. ~~The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000.~~Dated: ______________________ ------------------------------ ------------------------------ Signature(s)

Appears in 1 contract

Samples: Indenture (Celgene Corp /De/)

CONVERSION NOTICE. The undersigned ~~holder~~ registered Holder of ~~this Debenture~~ the within Convertible Note hereby irrevocably ~~converts~~ exercises the ~~Debenture,~~ option to convert this Convertible Note (or ~~any~~ the portion ~~of the principal amount at Maturity hereof (which is an integral multiple of US $1,000~~thereof specified below) ~~below designated,~~ into ~~Common~~ Ordinary Shares of the Company and elects to receive such Ordinary Shares in ~~accordance with~~ the form of: [ ] Ordinary Shares, for the principal amount of the Convertible Note of US$__________, or [ ] ADSs, for the principal amount of the Convertible Note of US$__________, pursuant to the terms of the Indenture referred to in this ~~Debenture~~Convertible Note, and directs that ~~such shares~~Ordinary Shares or ADSs, ~~together with a Cheque in payment for any fractional shares~~ as the case may be, issuable upon conversion and any ~~Debentures~~ Convertible Note representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ Holder hereof unless a different name has been ~~indicated~~ provided below. : ----------------------------------------------------- (Name, Address and Taxpayer Identification Number.) If ~~Common~~ Ordinary Shares ~~or Debentures~~ are to be ~~registered~~ issued upon conversion of this Convertible Note, the details of the Holder's securities account, or the securities account of the Holder's depository agent, with The Central Depository (Pte) Limited is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If ADSs are to be issued upon conversion of this Convertible Note, the details of the Holder's participant account, or the participant account of the Holder's agent, with The Depository Trust Company is as follows: ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- ----------------------------------------------------- If less than the entire principal amount of this Convertible Note is to be converted, specify the denomination(s) of the Convertible Note(s) to be issued for the unconverted amount (US$1,000 or any integral multiple of US$1,000): US$__________. If Ordinary Shares or any portion of this Convertible Note not converted are to be issued in the name of a ~~Person~~ person other than the ~~undersigned (which other Person the undersigned acknowledges may only be an affiliate of the~~ undersigned), the undersigned will pay all transfer ~~taxes, if any,~~ taxes payable with respect ~~thereto~~thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. ~~Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common~~ The undersigned hereby acknowledges that fractions of Ordinary Shares ~~or Debentures are to~~ will not be ~~registered~~ issued on conversion and no cash adjustments will be made in ~~If only a portion~~ respect of any such fraction. The undersigned hereby agrees that, promptly after request of the ~~Debenture is to be converted~~Company or the Conversion Agent, it will furnish such proof in support of this certificate as the Company or the Conversion Agent may request. As of the time of signing and delivery of this Conversion Notice, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates hereby certifies for the number of full shares of Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 1208. If the Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense benefit of the Company, ~~a new Debenture~~ the Trustee, the Conversion Agent and the ADS Depositary that: [check one of (a), (b) or ~~Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but~~ (c) only if ~~the principal amount to be converted is any integral multiple of US$1,000.~~applicable]

Appears in 1 contract

Samples: Indenture (St Assembly Test Services LTD)

CONVERSION NOTICE. To: Affymetrix, Inc. The undersigned ~~holder~~ Holder of this ~~Debenture~~ Security hereby irrevocably ~~converts~~ exercises the ~~Debenture~~option to convert this Security, or ~~any~~ the portion ~~of the principal amount at Maturity~~ hereof (which is U.S.$1,000 or an integral multiple ~~of US $1,000~~thereof) below designated, at any time following the date of original issuance thereof, into shares of Common ~~Shares of the Company~~ Stock in accordance with the terms of the Indenture referred to in this ~~Debenture~~Security, and directs that ~~such shares~~the shares issuable and deliverable upon conversion, together with ~~a Cheque~~ any check in payment for ~~any~~ a fractional ~~shares~~ share and any ~~Debentures~~ Security representing any unconverted principal amount hereof, be issued and delivered to ~~and be~~ the registered ~~in the name of the undersigned~~ owner hereof unless a different name has been ~~indicated~~ provided below. If shares or any portion of this Security not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith a certificate in proper form certifying that the applicable restrictions on transfer have been complied with. Any amount required to be paid by the undersigned on account of interest accompanies this Security. The Applicant hereby agrees that, promptly after request of the Company, he or it will furnish such proof in support of this certification as the Company or the Security Registrar for the Common ~~Shares~~ Stock may, from time to time, request. Dated: ________________________________________ Signature* __________________________________ Signature Guaranty -------------------------------------------------------------------------------- If shares or ~~Debentures~~ Securities are to be Principal amount to be registered in the name of ~~a Person other~~ converted (if less than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a all): $____,000 Person other than the Holder, please ~~indicate:~~ print such Person's name and address~~: ------------------------------------- Principal amount to be converted:~~ :* -------------------------------------------------------------------------------- Name ~~US$ -------------------------------- (US$1,000 denomination~~ Social Security or ~~------------------------------------- integral multiple thereof) Address -------------------------------------~~ Taxpayer Identification ~~Number~~Number -------------------------------------------------------------------------------- ------------------------------------ Street Address -------------------------------------------------------------------------------- ------------------------------------ City, state and Zip Code -------------------------------------------------------------------------------- * Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15 if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification of such Notice of Conversion at the address described in Section 105 The Debenture shall be deemed to have been converted immediately prior to the close of business on the Business Day of surrender of the Debenture for conversion (the "Conversion Date") in accordance with the foregoing provisions, and at such time the rights of the Holder, as holder of the principal amount of the Debenture so converted, shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver to the Holder, a certificate or certificates for the number of full shares of Common ~~Shares issuable upon conversion~~Stock are to be delivered, ~~together with payment~~ or unconverted Securities are to be issued, other than to and in ~~lieu of any fraction of a share, as provided in Section 1208. If~~ the ~~Debenture is converted in part only, upon such conversion the Company shall execute and deliver to the Holder, at the expense~~ name of the Company, a new Debenture or Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Debenture. The Debenture may be converted in part, but only if the principal amount to be converted is any integral multiple of US$1,000registered owner.

Appears in 1 contract

Samples: Indenture (Affymetrix Inc)

Common use of CONVERSION NOTICE Clause in Contracts