Conversion Price Matters. The Conversion Price on the Closing Date will equal $42.00, and the Conversion Rate on the Closing Date (the “Initial Conversion Rate”) shall be the quotient (rounded to four decimal places) of $1,000 divided by such Conversion Price; provided, that if any event shall occur between the date hereof and the Closing Date (inclusive) that would have resulted in an adjustment to the Conversion Rate pursuant to Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof, the Initial Conversion Rate and the share amounts in the table of “Make-Whole Applicable Increases” set forth in Section 10.14(b) of the Indenture shall be adjusted in the same manner as would have been required by Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof and the Conversion Price, Initial Conversion Rate and “Make-Whole Applicable Increases” table included in the Indenture shall reflect such adjustment.
Conversion Price Matters. The Conversion Price on the Closing Date will equal $46.50 and the Conversion Rate on the Closing Date (the "Initial Conversion Rate") shall be the quotient (rounded to four decimal places) of $1,000 divided by such Conversion Price; provided, that if any event shall occur between the date hereof and the Closing Date (inclusive) that would have resulted in an adjustment to the Conversion Rate pursuant to Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof, the Conversion Price and the Initial Conversion Rate shall be adjusted in the same manner as would have been required by Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof and the Conversion Price and the Initial Conversion Rate shall reflect such adjustment.
Conversion Price Matters. The Conversion Price on the Closing Date will equal approximately $140.67 and the Conversion Rate on the Closing Date (the “Initial Conversion Rate”) shall be the quotient (rounded to four decimal places) of $1,000 divided by such Conversion Price; provided, that if any event shall occur between the date hereof and the Closing Date (inclusive) that would have resulted in an adjustment to the Conversion Rate pursuant to Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof, the Initial Conversion Rate and the Make-Whole Applicable Increase set forth in Section 10.14(b) of the Indenture shall be adjusted in the same manner as would have been required by Article 10 of the Indenture if the Notes had been issued and outstanding since the date hereof and the Conversion Price, Initial Conversion Rate and the Make-Whole Applicable Increase table included in the Indenture shall reflect such adjustment.
Conversion Price Matters. The Conversion Rate on the Closing Date (the “Initial Conversion Rate”) shall be the quotient (rounded to four decimal places) of $1,000 divided by the Conversion Price on the Closing Date; provided, that if any event shall occur between the date hereof and the Closing Date (inclusive) that would have resulted in an adjustment to the Conversion Rate pursuant to Section 14.04 of the Indenture if the Notes had been issued and outstanding since the date hereof, the Initial Conversion Rate shall be adjusted as would have been required by Section 14.04 of the Indenture and the share amounts and ADS prices in the table set forth in Section 14.03(e) of the Indenture shall be adjusted as would have been required by Section 14.03(d) of the Indenture in each case if the Notes had been issued and outstanding since the date hereof.
Conversion Price Matters. The Conversion Price on the Closing Date will equal $1.50; provided that if any event shall occur between the date hereof and the Closing Date (inclusive) that would have resulted in an adjustment to the Conversion Price pursuant to Section 4.2 of the Note if the Note had been issued and outstanding since the date hereof, the Conversion Price set forth in Article 9 of the Note shall be adjusted in the same manner as would have been required by Section 4.2 of the Note had been issued and outstanding since the date hereof and the Conversion Price included in the Note issued at the Closing shall reflect such adjustment. For the avoidance of doubt, if the Reverse Stock Split Proposal is approved by the Company’s stockholders and the related amendment to the Company’s certificate of incorporation becomes effective, the Conversion Price shall be adjusted for the applicable Reverse Stock Split Ratio.
Conversion Price Matters. The Conversion Rate on the Closing Date (the “Initial Conversion Rate”) shall be 36.0360; provided, that if any event shall occur between the date hereof and the Closing Date (inclusive) that would have resulted in an adjustment to the Conversion Rate pursuant to Article 14 or Exhibit C of the Indenture if the Notes had been issued and outstanding since the date hereof, the Initial Conversion Rate and the share amounts in the table set forth in Section 14.03(e) of the Indenture shall be adjusted in the same manner as would have been required by Article 14 or Exhibit C (as applicable) of the Indenture if the Notes had been issued and outstanding since the date hereof and the Conversion Price, Initial Conversion Rate and the share amounts in the table set forth in Section 14.03(e) of the Indenture shall reflect such adjustment.
Conversion Price Matters. (i) The Conversion Rate of the New Notes on the New Notes Issue Date, and set forth in the New Notes Indenture (the “Initial Conversion Rate”) shall be 59.6341; provided, that if any event shall occur between the date hereof and the New Notes Issue Date (inclusive) that would have resulted in an adjustment to the Conversion Rate of the New Notes pursuant to Article 10 of the New Notes Indenture if the New Notes had been issued and outstanding since the date hereof, the Initial Conversion Rate of the New Notes, the distribution threshold in Section 10.06(b) of the New Notes Indenture and the share amounts in the table of Make-Whole Applicable Increases set forth in Section 10.14(b) of the New Notes Indenture shall be adjusted in the same manner as would have been required by Article 10 of the New Notes Indenture if the New Notes had been issued and outstanding since the date hereof and the Conversion Price, Initial Conversion Rate and Make-Whole Applicable Increases table included in the New Notes Indenture shall reflect such adjustment; provided, however, that no such adjustment shall be made in respect of the Special Dividend if the Special Payment is paid in accordance with Section 2(c) hereof.
Conversion Price Matters. The Conversion Price on the Closing Date will equal $5.00.
Conversion Price Matters. Prior to the open of trading on the Business Day immediately following the date of this Agreement, the Company shall issue an initial press release and file a current report on Form 8-K relating to this Agreement in the form mutually agreed upon by the Company and the Purchasers (such date the press release is issued and Form 8-K are filed, the “Announcement Date”). The Conversion Price in the Indenture shall be calculated as the lower of (i) (A) the average of the Daily VWAP per share of the Company Common Stock on Nasdaq for each Trading Day during the period (the “VWAP Period”) starting on the first Trading Day immediately following the date of this Agreement and ending on the seventh Trading Day immediately following the date of this Agreement (determined by calculating the daily volume-weighted average price on each Trading Day during such period without regard to after-hours trading or any other trading outside of the regular trading session trading hours, the “Average VWAP”) multiplied by (B) 130.0%; and (ii) $9.3340; provided, however, that the Conversion Price shall not be less than $7.8980. The maximum Conversion Rate in the Indenture shall be calculated based on the Average VWAP. The Company and the Purchasers shall cooperate to agree the “make-whole” table in the Indenture following customary procedures for similar convertible notes sold by public companies in the United States through nationally recognized investment banks.
Conversion Price Matters. Within four (4) Business Days of the execution and delivery of this Agreement, the Company shall file a current report on Form 8-K relating to this Agreement (the “Announcement 8-K”). The Company shall provide the Purchaser with an opportunity to comment on a draft of the Announcement 8-K prior to filing the Announcement 8-K with the SEC, and shall give reasonable consideration to all such comments. As promptly as practicable after the execution and delivery of this Agreement, the Company shall issue an initial press release relating to this Agreement in the form mutually agreed upon by the Company and the Purchaser.
