Conversion Privilege and Conversion Rate Clause Samples
The Conversion Privilege and Conversion Rate clause defines the right of a security holder, such as a bondholder or preferred shareholder, to convert their holdings into another form of security, typically common stock, under specified terms. This clause outlines the exact rate or formula by which the conversion occurs, such as how many shares of common stock are received for each bond or preferred share, and may also specify timeframes or conditions under which conversion is permitted. Its core practical function is to provide flexibility and potential upside to investors, while also clarifying the terms to prevent disputes over conversion rights and values.
Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances:
(1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter;
(2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities.
(3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution;
(4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution;
(5) if a Fundamental Change occurs; or
(6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immedia...
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted 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 Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence upon the original issuance of the Securities and expire at the close of business on December 1, 2004, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 13.5323 shares of Common Stock for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this ARTICLE ELEVEN.
Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, unless purchased by the Company at the Holder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided.
(b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.
(c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.
(d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06.
(e) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited).
(f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security may be converted 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 Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the 90th day after the last original issuance date of the Securities and expire at the close of business on December 15, 2003, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day prior to the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 41.2903 shares of Common Stock for each U.S. $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII.
Conversion Privilege and Conversion Rate. (a) Subject to the conditions described in clauses (i), (ii) and (iii) below, and upon compliance with the provisions of this Article 12, a Holder shall have the right, at such Holder’s option, to tender for conversion all or any portion (if the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of any Securities at any time prior to 5:00 p.m., New York City time, on the second Scheduled Trading Day immediately preceding November 15, 2016, into shares of Common Stock (or, at the election of the Company, cash or a combination of cash and shares of Common Stock as described herein) at a rate of 52.0291 shares of Common Stock (subject to adjustment by the Company as provided in Section 12.01(e) and Section 12.04 hereof) per $1,000 in principal amount of the Securities (the “Conversion Rate”) under the circumstances and during the periods set forth below. On and after August 15, 2016 regardless of the conditions described in clauses (i), (ii) and (iii) below, and upon compliance with the provisions of this Article 12, a Holder shall have the right, at such Holder’s option, to tender for conversion all or any portion (if the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of any Securities at the applicable Conversion Rate at any time prior to 5:00 p.m., New York City time, on the second Scheduled Trading Day immediately preceding November 15, 2016.
(i) The Securities shall be convertible prior to August 15, 2016, during the five Business Day period after any five consecutive Trading Day period (as used in this Section 12.01(a)(i), the “Measurement Period”) in which the Trading Price per $1,000 in principal amount of the Securities for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate in effect on such Trading Day, as determined by the Conversion Agent and subject to compliance with the procedures and conditions described below concerning the Conversion Agent’s obligation to make such determination (the “Trading Price Condition”). If a Holder provides the Company with written notice which includes reasonable evidence that the Trading Price per $1,000 in principal amount of the Securities would be less than 98% of the product of (a) the applicable Conversion Rate of the Securities and (b) the Last Reported Sale Price at such time, then the Company shall ins...
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Note may be converted 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 Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the initial issuance date of the Notes and expire at the close of business on the Business Day prior to the date of Maturity of the Notes, subject, in the case of conversion of any Global Note, to any Applicable Procedures. In case a Note or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Note, such conversion right in respect of the Note, or portion thereof so called, shall expire at the close of business on the Business Day prior to the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Note). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 46.3822 shares of Common Stock for each U.S.$1,000 principal amount of Notes. The Conversion Rate shall be adjusted in certain instances as provided in this Article 10.
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into fully paid and nonassessable Preference Shares at the conversion price of one Preference Share per U.S.$1,000 principal amount of Securities. Such conversion right shall commence upon the date of the original issuance of the Securities and expire at the close of business on August 14, 2011, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Issuer or the Holder thereof exercises his right to require the Issuer to redeem the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date, Change of Control Redemption Date or Holder Option Redemption Date, as the case may be, unless the Issuer defaults in making the payment due upon redemption, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). A Holder of Securities shall not be entitled to any rights of a holder of Preference Shares until such holder has converted such Security into Preference Shares, and only to the extent that such Securities are deemed to have been converted into Preference Shares under this Article Eleven.
Conversion Privilege and Conversion Rate. 78 SECTION 12.2
Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security that is an integral multiple of $1,000 may be converted 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 Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as follows:
(1) if, on or prior to December 31, 2007, the Closing Price Per Share of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the first day of a Conversion Period was more than 110% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security during that Conversion Period;
(2) if, on any date after December 31, 2007 and prior to the Stated Maturity, the Closing Price Per Share of the Common Stock is more than 110% of the then current Conversion Price on the Securities, then the Holder thereof will be entitled to convert such Security at all times thereafter;
(3) if the Company distributes to all or substantially all holders of Common Stock rights, options or warrants entitling them to purchase Common Stock at less than the Closing Price Per Share of the Common Stock on the last Trading Day preceding the declaration for such distribution;
(4) if the Company distributes to all or substantially all holders of Common Stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Board of Directors exceeding 10% of the Closing Price Per Share of the Common Stock on the last Trading Day preceding the declaration for such distribution; or
(5) if the Company becomes a party to a consolidation, merger or sale of all or substantially all of the Company's assets where such consolidation, merger or sale of all or substantially all of the Company's assets constitutes a Change in Control.
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security may be converted, in whole or in part, 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 Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the Issue Date and expire at the close of business on the date of Maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called for redemption or submitted for repurchase, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be, in which case the conversion right will terminate at the close of business on the date such default is cured and the Securities are redeemed or repurchased, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). If the Securities have a Redemption Date on or before December 10, 2007, the Company will make an Interest Make Whole Payment (as provided in Section 11.1) on all Securities surrendered for conversion after notice of redemption and prior to the Redemption Date. If a holder surrenders its Securities (or any portion thereof) for conversion after receipt of a Company Notice in connection with a Fundamental Change and prior to the Repurchase Date, and the Fundamental Change constitutes a Cash Buy-Out, the Company will pay a Make Whole Premium to such holder, in addition to the shares of Common Stock deliverable upon conversion of the Securities. The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially equal to 68.2594 shares for each U.S. 1,000 aggregate principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII.