Common use of Conversion Privilege and Conversion Price Clause in Contracts

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article XV, at the option of the Holder thereof, the Holder of any Note is entitled at his option, at any time prior to the close of business on March 1, 2003, subject to prior redemption or repurchase, to convert such Note or portions thereof (in denominations of $1,000 or integral multiples thereof) into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Note or portion thereof is called for redemption, such conversion right in respect of the Note or portion called for redemption shall expire at the close of business on the Business Day prior to the Redemption Date, unless the Company defaults in making the payment of the Redemption Price in which case the right to convert the Note or portion thereof shall terminate on the date such default is cured and such Note or portion thereof is redeemed. A Note for which a Holder has delivered a Fundamental Change repurchase notice pursuant to Section 16.2 exercising the option of such Holder to require the Company to repurchase such Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Company prior to the close of business on the Business Day preceding the Repurchase Date. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") shall be initially U.S.$_____ per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in this Article XV.

Appears in 1 contract

Samples: HNC Software Inc/De

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Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article XVArticle, at the option of the Holder thereof, any definitive Security or any portion of the Holder of any Note principal amount thereof which is entitled at his option, at any time prior to the close of business on March 1, 2003, subject to prior redemption or repurchase, to convert such Note or portions thereof (in denominations of U.S. $1,000 or an integral multiples multiple of U.S. $1,000 may be converted at the principal amount thereof) , or of such portion thereof, into duly authorized, fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall, with respect to all Securities, commence on the 60th day following the latest date of original issuance thereof and expire at the close of business July 1, 2005. In case a Note Security or portion thereof is called for redemption, such conversion right in respect of the Note Security or the portion called for redemption so called, shall expire at the close of business on the second Business Day prior to preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Designated Event for which the Holder exercises its Repurchase Right with respect to a Security or portion thereof, such conversion right in respect of the Redemption Price in which case the right to convert the Note Security or portion thereof shall terminate on expire upon receipt of the date such default is cured and such Note or portion thereof is redeemed. A Note for which a Holder has delivered a Fundamental Change repurchase notice pursuant to Section 16.2 exercising the option of such Holder to require the Company to repurchase such Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by exercise of such Repurchase Right, provided that the Holder expiration of a Holder's -------- conversion right hereunder is subject to such Holder's right to revoke the Company prior to the close exercise of business on the Business Day preceding the its Repurchase DateRight. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") shall be initially U.S.$_____ U.S. $64.50 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in this Article XVparagraphs (a), (b), (c), (d), (e), (f) and (h) of Section 12.4.

Appears in 1 contract

Samples: Comverse Technology Inc/Ny/

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article XVArticle, at the option of the Holder thereof, the Holder principal amount of any Note Debenture or any portion thereof which is entitled at his option, at any time prior to the close of business on March 1, 2003, subject to prior redemption $10,000 or repurchase, to convert such Note or portions thereof (in denominations an integral multiple of $1,000 or integral multiples thereof) 10,000, together with all accrued interest on the principal so converted, may be converted into fully paid and nonassessable non-assessable shares (calculated as to each conversion to the nearest 1/100th 1/100 of a share) of Class A Common Stock of the Company Company, at the Conversion Priceconversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on April 1, 2008. In case a Note Debenture or portion thereof is called for redemption, such conversion right in respect of the Note Debenture or portion so called for redemption shall expire at the close of business on the Business Day date which is ten days prior to the Redemption Date, Date unless the Company defaults in making the payment of the Redemption Price in which case the right to convert the Note or portion thereof shall terminate on the date such default is cured and such Note or portion thereof is redeemed. A Note for which a Holder has delivered a Fundamental Change repurchase notice pursuant to Section 16.2 exercising the option of such Holder to require the Company to repurchase such Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Company prior to the close of business on the Business Day preceding the Repurchase Datedue upon redemption. The price at which shares of Class A Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") shall be initially U.S.$$_____ per share of Class A Common Stock. The Conversion Price conversion price shall be adjusted periodically as set forth in the schedule set out in Section 8 of the Forms of Debenture attached hereto as Exhibits A and B. In addition, the Company reserves the right, from time to time in its discretion, to establish conversion prices per share which are less than the conversion prices so specified, which lower prices shall remain in effect for such periods as the Company may determine and as shall be set forth in the written notice to holders of Debentures required by Section 11.05. The conversion price shall also be adjusted in certain instances as provided in this Article XVArticle.

Appears in 1 contract

Samples: Indenture (Intervest Bancshares Corp)

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article XVFour, at the option of the Holder thereofholder, any Debenture, or any portion of the Holder principal amount thereof which is $25.00 or an integral multiple of any Note is entitled at his option$25.00, may, at any time during usual business hours prior to the close of business on March 1September 30, 2003, subject to prior redemption 2006 (or repurchase, to convert if such Note or portions thereof (in denominations of $1,000 or integral multiples thereof) into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Note Debenture or portion thereof is called for redemptionredemption prior to September 30, such conversion right 2006, then in respect of the Note such Debenture or portion called for redemption shall expire at thereof to and including but not after the close of business on the Business Day prior to the Redemption Date, date fixed for such redemption unless the Company defaults shall default in making the redemption payment of the Redemption Price when due, in which case the conversion right to convert the Note or portion thereof shall terminate at the close of business on the date such default is cured and such Note or portion thereof Debenture is redeemed. A Note ), be converted into fully paid and nonassessable shares of Common Stock of the Company at the equivalent conversion rate in effect for which a Holder has delivered a Fundamental Change repurchase notice pursuant to Section 16.2 exercising the option Convertible Exchangeable Preferred Stock of the Company at the date of exchange of such Holder Convertible Exchangeable Preferred Stock for the Debentures. If as a result of a Change in Control the holder exercises its option to require the Company to repurchase the Debenture, such Note may be converted only if such notice is withdrawn right to convert shall terminate upon receipt by a the Company of written notice of withdrawal delivered by the Holder to exercise of such option unless the Company prior to shall default in making the repurchase payment when due, in which case the conversion right shall terminate at the close of business on the Business Day preceding the Repurchase Datedate such default is cured and such Debenture is repurchased. The Conversion Rate shall be adjusted in certain instances as provided in Section 4.04. The price at which shares of the Company's Common Stock shall be delivered upon conversion (herein called the "Conversion Price") shall be initially U.S.$_____ U.S. $13.65 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in this Article XVSection 4.04.

Appears in 1 contract

Samples: General Datacomm Industries Inc

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Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article XVIV, at the option of the Holder thereofHolder, all or any portion of the Holder of any amounts owed and outstanding under this Note is entitled at his option, may be converted at any time prior and from time to the close of business on March 1, 2003, subject to prior redemption or repurchase, to convert such Note or portions thereof (in denominations of $1,000 or integral multiples thereof) time into fully paid and nonassessable shares of Common Stock (the "Shares"), calculated as to each conversion to the nearest 1/100th 1/100 of a share) of Common Stock of the Company share at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Unless and until the occurrence of an Event of Default, the Conversion Price shall be $2.00 per share of Common Stock, subject to adjustment in accordance with Article 5 hereof. Upon the occurrence of an Event of Default, the Conversion Price shall be automatically adjusted to an amount equal to the lesser of (i) the Conversion Price in effect as of the date of the Event of Default and (ii) 80% of the average Market Price for the 30 trading days immediately preceding the date of the Event of Default, which amount shall be subject to further adjustment in accordance with Article 5 hereof. All amounts so converted shall be applied first to pay any accrued and unpaid interest and second to reduce the principal amount of this Note or portion thereof is called for redemption, as of the date of such conversion as if payment or prepayment in such amount has occurred, with any reduction in principal to be applied to satisfy the Company's redemption obligations under Section 2.3.2 hereof in accordance with Section 2.3.4 hereof. This right of conversion must be exercised by delivery of a written notice to the Company setting forth the amount to be converted to be effective upon the Company's receipt of such notice (the "Conversion Notice"). Notwithstanding the foregoing, in respect the event the Company provides notice to the Holder of its intention to redeem all or any portion of the outstanding principal balance of this Note pursuant to Section 2.3.1 hereof, the Company must receive the Conversion Notice on or portion called for redemption shall expire at before the close of business on the last Business Day prior to the Redemption Date, unless effective date of such redemption to the Company defaults in making extent that the payment Holder desires to convert all or any portion of the Redemption Price in which case the right amount to convert the Note or portion thereof shall terminate on the date such default is cured and such Note or portion thereof is redeemed. A Note for which a Holder has delivered a Fundamental Change repurchase notice pursuant to Section 16.2 exercising the option of such Holder to require the Company to repurchase such Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered redeemed by the Holder to the Company prior to the close of business on the Business Day preceding the Repurchase Date. The price at which shares of Common Stock shall be delivered upon conversion (herein called the Company."Conversion Price") shall be initially U.S.$_____ per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in this Article XV.

Appears in 1 contract

Samples: Henley Healthcare Inc

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article XVArticle, at the option of the Holder thereof, any Debenture or any portion of the Holder of any Note principal amount thereof which is entitled at his option$1,000.00 or an integral multiple thereof may be converted, beginning December 7, 1993, at any time prior to the close principal amount thereof, or of business on March 1such portion thereof, 2003, subject to prior redemption or repurchase, to convert such Note or portions thereof (in denominations of $1,000 or integral multiples thereof) into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th 1/100 of a share) of Common Stock of the Company at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on October 1, 2000. In case a Note Debenture or portion thereof is called for redemptionredemption at the election of the Company or delivered for repurchase pursuant to Article 14, such conversion right in respect of the Note Debenture or portion so called for redemption shall expire at the close of business on the Business Day prior to Redemption Date or the Redemption DateRepur- chase Date (as defined in Article 14), as the case may be, unless the Company defaults in making the payment of the Redemption Price in which case the right to convert the Note due upon redemption or portion thereof shall terminate on the date such default is cured and such Note or portion thereof is redeemed. A Note for which a Holder has delivered a Fundamental Change repurchase notice pursuant to Section 16.2 exercising the option of such Holder to require the Company to repurchase such Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Company prior to the close of business on the Business Day preceding the Repurchase Daterepurchase. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") shall be initially U.S.$_____ $30.31 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in this Article XVThirteen. A Holder is not entitled to any rights of a holder of Common Stock by virtue of its ownership of Debentures until such Holder has converted such Debentures to Common Stock, and only to the extent such Debentures are deemed to have been converted to Common Stock under this Article Thirteen.

Appears in 1 contract

Samples: Indenture (Gentiva Health Services Inc)

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