Conversion Privilege; Conversion Rate. (a) Subject to the provisions of this Article 14, at any time and from time to time on or after the date hereof each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion of such Note into fully paid and nonassessable shares (“Conversion Shares”) of Common Stock (the “Conversion Obligation”); provided, however, that (i) on or prior to the Conversion Limitation Termination Date, no Holder shall be entitled to convert any Series A Note into a number of Conversion Shares that, together with all other Conversion Shares issued upon conversion of Series A Notes, Issued Series A Warrant Shares and Other Exchange Shares, would exceed the Remaining NYSE Share Cap Amount as of the Conversion Date in respect of such conversion, and (ii) during the Cash Settlement Period, the Company shall pay to each Holder seeking to convert any Series A Note into any Excess Conversion Shares the Cash Settlement Amount in lieu of issuing such Excess Conversion Shares in accordance with the terms of Section 14.02(c). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, then the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share of Common Stock (with 0.5 rounded up), and no cash payment will be made in lieu thereof where rounded down. (b) Subject to Section 14.02 (and, in the case of Major Transaction Conversions and Redemption Period Conversions in connection with Warrantless Optional Redemptions, each Holder’s right to receive Additional Conversion Shares as provided in Section 15.01 and Section 16.05), the number of Conversion Shares issuable upon a conversion of any portion of a Note pursuant to Section 14.02, shall be determined according to the following formula (the “Conversion Rate”):
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