Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1411, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~11.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~ 2020 under the circumstances and during the periods set forth in Section ~~14.01(b~~11.01(b), and (ii) ~~regardless~~ irrespective of the conditions described in Section ~~14.01(b~~11.01(b), ~~on or after June 15~~during the period from, ~~2030~~ and ~~prior~~ including, December 1, 2020 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 15.5129 shares of Common Stock (subject to adjustment as provided in this Article 1411, the “Conversion Rate”) per $1,000 principal amount of Notes (subject ~~to, and in accordance with,~~ to the settlement provisions of Section ~~14.02~~11.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~2020, ~~a Holder~~ the Notes may ~~surrender all or any portion of its Notes~~ be surrendered for conversion ~~at any time~~ during the ~~five Business~~ ten Trading Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported~~ Closing Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent ~~(if other than the Company)~~ shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request ~~(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes)~~ unless a Holder of at least $2,000,000 aggregate principal amount of the Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the ~~Last Reported~~ Closing Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion Rate on ~~such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~that date, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing (if other than~~ to determine the ~~Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids~~ Trading Price per $1,000 principal amount of Notes beginning on ~~the next~~ such Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported~~ Closing Sale Price of the Common Stock and the Conversion Rate~~. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent~~. If (x) the Company is not acting as Bid Solicitation ~~Agent,~~ Agent and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding ~~sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such solicitation,~~ sentence or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported~~ Closing Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of such Trading Day~~). If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported~~ Closing Sale Price of the Common Stock and the applicable Conversion ~~Rate for such Trading Day~~Rate, the ~~Company~~ Bid Solicitation Agent, on the Company’s behalf shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met).

Appears in 1 contract

Sources: First Supplemental Indenture (Verint Systems Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~ 2024 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 15~~December 1, ~~2030~~ 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 8.2641 shares of Common Stock (subject to adjustment as provided in this Article 14XIII, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~2024, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The ~~Trading Prices shall be determined by the~~ Bid Solicitation Agent ~~pursuant~~ shall have no obligation to ~~this subsection (b)(i) and~~ determine the ~~definition of~~ Trading ~~Price set forth in this Indenture~~Price. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent, who shall deliver such bid quotations to the Company. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall ~~instruct~~ determine the ~~Bid Solicitation Agent in writing (if other than the Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids~~ Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, ~~and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when obligated as provided in the preceding sentence,~~ or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make~~ obtain such ~~solicitation~~bids, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing that~~ writing. None of the ~~Trading Price Condition is no longer met and thereafter neither the Company nor~~ Trustee, the Bid Solicitation Agent ~~(if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor~~ or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met. (ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2024, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options, or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the declaration date for such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities, or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee, and the Conversion Agent (if other than the Trustee) in writing at least 40 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Holders of the Notes may not exercise this right if they participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether an issuance or distribution described in this clause (ii) has occurred. (iii) If (i) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 1, 2024, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.02, or (ii) if the Company is a party to a consolidation, merger, combination, statutory share exchange, or sale, lease, or other transfer to a third party of all or substantially all of its and its Subsidiaries’ consolidated assets, taken as a whole (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or Make-Whole Fundamental Change), prior to the close of business on the Business Day immediately preceding December 1, 2024, pursuant to which the Common Stock would be converted into shares of stock, other securities, or other property or assets (including cash or any combination thereof), then, in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time after the effective date of such transaction or event until the 35th Trading Day after the effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing within one Business Day of the date the Company publicly announces such transaction or event, and in no event later than the effective date of such transaction or event. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether a Fundamental Change or a Make-Whole Fundamental Change has occurred. (iv) Prior to the close of business on the Business Day immediately preceding December 1, 2024, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day, as determined by the Company. The Company shall determine at the beginning of each calendar quarter commencing after June 30, 2020 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the condition set forth in this clause (iv) has occurred. (v) If the Company calls any Note for Optional Redemption pursuant to Article XV prior to the Maturity Date, then a Holder of such Note called for Optional Redemption may surrender all or any portion of such Note for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date on account of the Company’s delivery of a Redemption Notice, even if the Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of the Note called for Optional Redemption may convert such Note (or any portion thereof) until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 34th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption.

Appears in 1 contract

Sources: Indenture (Square, Inc.)

Appears in 1 contract

Sources: Indenture (Interactive Intelligence Group, Inc.)

Appears in 1 contract

Sources: Indenture (AOL Inc.)

Appears in 1 contract

Sources: Indenture (Boingo Wireless Inc)

Appears in 1 contract

Sources: Indenture (Citrix Systems Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~ 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ August 15, ~~2030~~ 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 6.7939 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding August 15, 2025, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 15, 2025, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding August 15, 2025, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding August 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by ‎‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 60 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Alarm.com Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Integrated Device Technology Inc)

Conversion Privilege. (a) Subject to and ~~upon~~ in compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030~~ 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~February 1, ~~2030~~ 2025 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 46.1233 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately ~~after~~ following any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in ~~writing,~~ writing and has provided the Bid Solicitation Agent with the names and contact information of the securities dealers the Company has selected for such purpose; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading ~~Price per $1,000 principal amount of Notes~~Price) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company ~~shall solicit~~will determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company determines that the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate~~. The~~ , and the Company ~~shall determine~~ will instruct the ~~Trading Price per $1,000 amount of Notes in accordance with~~ three independent nationally recognized securities dealers selected by the Company to deliver bids ~~solicited by~~ to the Bid Solicitation Agent (if other than the Company), or if the Company is acting as Bid Solicitation Agent, to the Company. If (x) the Company is not acting as Bid Solicitation ~~Agent,~~ Agent and the Company does ~~not~~ not, when it is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids when obligated as provided in the preceding sentence~~obtain bids, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation ~~Agent in writing to obtain bids~~ Agent, and the Bid Solicitation Agent fails to make such ~~solicitation,~~ determination or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company, determines that the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been metwriting.

Appears in 1 contract

Sources: Indenture (Snap Inc)

Conversion Privilege. (a) Subject to the conditions and during the periods described in Section 14.01(b), and upon compliance with the provisions of this Article 14, ~~each~~ a Holder ~~of a Note~~ shall have the ~~right, at such Holder’s option,~~ right to ~~convert~~ surrender for conversion all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of ~~such Note (i) subject to satisfaction of the conditions described in Section 14.01(b),~~ its Notes at any time ~~prior to~~ until the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030 under the circumstances~~ 2023. On and ~~during the periods set forth in Section 14.01(b)~~after February 1, 2023 and ~~(ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2030 and prior to~~ until the close of business on the second Scheduled Trading Day immediately ~~preceding~~ prior to the Maturity Date, ~~in each case, at an initial conversion rate of 42.5170 shares of Common Stock~~ a Holder shall have the right to surrender all or any portion (~~subject~~ if the portion to ~~adjustment as provided in this Article 14, the “Conversion Rate”) per~~ be converted is $1,000 principal amount or an integral multiple thereof) of its Notes ~~(subject to~~for conversion, ~~and~~ regardless of whether any of the conditions described in ~~accordance with~~section 14.01(b) have been satisfied, upon compliance with the provisions of this Article 14. Upon conversion of Notes, the ~~settlement provisions of~~ holder shall be entitled to receive the amounts due upon conversion specified in Section ~~14.02,~~ 14.04 based on the “applicable Conversion ~~Obligation”)~~Rate then in effect. The Conversion Rate in effect at any time shall be subject to adjustment in the manner set forth herein. (b) Subject to the conditions and during the periods described in this Section 14.01(b), a Holder shall have the right to surrender its Notes for conversion at any time until the close of business on the Business Day immediately preceding the February 1, 2023. (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030~~2023, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after September 30, 2018 (and only during such quarter) if the Last Reported Sale Price of the Class A Ordinary Shares for at ~~any time~~ least 20 Trading Days (whether or not consecutive) in the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than 130% of the Conversion Price of the Notes in effect on such last Trading Day. (ii) Prior to the close of business on the Business Day immediately preceding February 1, 2023, a Holder may surrender its Notes for conversion during the five Business Day period ~~immediately after~~ following any five consecutive Trading Day period ~~(the “Measurement Period”)~~ in which the Trading Price per $1,000 principal amount of ~~Notes, as determined following a request by a Holder of~~ the Notes ~~in accordance with this subsection (b)(i),~~ for each Trading Day ~~of the Measurement Period~~ during such five Trading Day period was less than 98% of the product of (x) the Last Reported Sale Price of the ~~Common Stock on each~~ Class A Ordinary Shares for such Trading Day ~~and~~ multiplied by (y) the Conversion Rate in effect on each such Trading Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price ~~per $1,000 principal amount~~ of the Notes unless the Company ~~has~~ shall have requested such ~~solicitation in writing,~~ determination; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, ~~the Company~~ it shall have no obligation to determine the Trading ~~Price per $1,000 principal amount of Notes~~Price) unless a Holder of at least $2,000,000 ~~aggregate~~ in principal amount of Notes provides the Company with reasonable evidence that the ~~Trading Price~~ trading price per $1,000 principal amount of Notes on any ~~Trading Day~~ date would be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock on such Trading Day~~ Class A Ordinary Shares and the Conversion Rate on such ~~Trading Day~~date. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to solicit bid quotations, and the Company shall instruct the three independent nationally recognized securities dealers that it shall have selected to ~~deliver~~ provide bids to the Bid Solicitation ~~Agent, at which time the Company shall instruct the Bid Solicitation~~ Agent ~~in writing~~ (if other than the Company) ~~to solicit~~or, or if the Company is acting as Bid Solicitation Agent, to provide bids for the Notes to the Company. The Company shall ~~solicit, such bids~~ determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock Class A Ordinary Shares and the Conversion Rate on ~~each Trading Day of~~ such ~~failure~~date. If the Trading Price Condition has been ~~met on any Trading Day~~met, the Company shall so notify the ~~Holders,~~ Holders of the ~~Trustee~~ Notes and the ~~Conversion Agent (if other than the~~ Trustee~~) in writing on or within one Business Day of such Trading Day~~. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the ~~Notes, the Trustee~~ Notes and the ~~Conversion Agent (if other than the~~ Trustee~~) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor~~ . If on any date of determination the Bid Solicitation Agent ~~(if other than~~ cannot reasonably obtain at least one bid for $5,000,000 in aggregate principal amount of the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether Notes from an independent nationally recognized securities dealer, then the Trading Price ~~Condition has been met~~per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares and the Conversion Rate for the Notes on such date. (iii) If, prior to the close of business on February 1, 2023, the Company elects to:

Appears in 1 contract

Sources: Indenture (Greenlight Capital Re, Ltd.)

Appears in 1 contract

Sources: Indenture (ServiceNow, Inc.)

Appears in 1 contract

Sources: Indenture (Red Hat Inc)

Appears in 1 contract

Sources: Indenture (Nutanix, Inc.)

Appears in 1 contract

Sources: Subscription Agreement (M3-Brigade Acquisition v Corp.)

Appears in 1 contract

Sources: Indenture (Apptio Inc)

Appears in 1 contract

Sources: Indenture (Evolent Health, Inc.)

Appears in 1 contract

Sources: Indenture (Rapid7, Inc.)

Appears in 1 contract

Sources: Indenture (NIO Inc.)

Appears in 1 contract

Sources: Indenture (World Kinect Corp)

Appears in 1 contract

Sources: Indenture (Vonage Holdings Corp)

Appears in 1 contract

Sources: Indenture (Nii Holdings Inc)

Appears in 1 contract

Sources: Indenture (Coupa Software Inc)

Appears in 1 contract

Sources: Indenture (Enernoc Inc)

Appears in 1 contract

Sources: Indenture (RumbleON, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section ~~14.01(b~~9.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~ 2028 under the circumstances and during the periods set forth in Section ~~14.01(b~~9.01(b), and (ii) regardless of the ~~conditions described in Section 14.01(b)~~foregoing conditions, on or after ~~June 15~~March 1, ~~2030 and prior to~~ 2028 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 30.7692 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject ~~to, and in accordance with,~~ to the settlement provisions of Section ~~14.02~~9.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~March 1, ~~2030~~2028, a Holder of Notes may surrender all or any portion of its Notes for conversion ~~at any time~~ during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on ~~each~~ such Trading ~~Day (~~Day, subject to compliance with the ~~“Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to~~ procedures and conditions described in this subsection (b)(i~~) and the definition of Trading Price set forth in this Indenture~~). The Company shall provide written notice to the Bid Solicitation Agent (if ~~other than~~ the ~~Company~~Company is not acting as Bid Solicitation Agent) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. ~~The~~ If the Company does not, when it is required to, instruct the Bid Solicitation Agent ~~(if other than the Company) shall have no obligation~~ to ~~solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such solicitation in writing, and the Company shall have no obligation to make such request~~ (or, if the Company is acting as Bid Solicitation Agent, the Company ~~shall have no obligation~~ does not) obtain bids, or if the Company instructs the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of ~~Notes) unless a Holder of at least $2,000,000 aggregate principal amount of~~ Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent, at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when obligated as provided in the preceding ~~sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids~~ sentence and the Bid Solicitation Agent fails to make such ~~solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. At such time, the Company shall instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, the Company shall) determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If the Trading Price ~~Condition~~ condition set forth above has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~on or~~ within one ~~Business Day of~~ business day following such Trading Day, in accordance with Sections 1.5 and 1.6 of the Base Indenture. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall promptly so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) ~~in writing~~ that the Trading Price ~~Condition~~ condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent ~~(if other than the Company)~~ shall be required to solicit bids again until another qualifying request is made as provided above~~. Neither~~ , in accordance with Sections 1.5 and 1.6 of the ~~Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met~~Base Indenture.

Appears in 1 contract

Sources: Second Supplemental Indenture (INSMED Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~April 1, ~~2030~~ 2031 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~April 1, ~~2030~~ 2031 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 123.1262 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~April 1, ~~2030~~2031, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in aggregate principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above~~in this subsection (b)(i). Neither the Trustee nor the Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding April 1, 2031, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding April 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding April 1, 2031, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding April 1, 2031, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor Conversion Agent (if other than the Trustee) shall have any duty to determine or verify such determination by the Company pursuant to this clause (iv) or any similar determination by the Company that the Notes have become convertible in accordance with any condition set forth in this Section 14.01(b). (v) If the Company calls any Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s ~~determination~~ delivery of ~~whether~~ a Notice of Redemption shall expire, unless the ~~Trading~~ Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest shall be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company shall, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Array Technologies, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the ~~conditions~~ circumstances described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~May 1, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the ~~conditions~~ circumstances described in Section 14.01(b), on or after ~~June 15~~May 1, 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 13.0826 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~May 1, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000~~ 1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The~~ At such time as the Company instructs the Bid Solicitation Agent (if other than the Company) in writing to obtain bids, the Company shall ~~determine~~ provide the ~~Trading Price per $1,000 amount of Notes in accordance~~ Bid Solicitation Agent with the names and contact information for the securities dealers the Company has selected and the Company shall instruct such securities dealers to provide bids ~~solicited by~~ to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding May 1, 2030, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate as of the record date for such distribution, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding May 1, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding May 1, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding May 1, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately before the relevant Redemption Date (or if, as permitted by ‎Section 16.02(a), the Company delivers a Notice of Redemption electing Physical Settlement not less than 10 nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 9th Scheduled Trading Day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of the related Notice of Redemption in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes pursuant to this ‎Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b) and are converted during the related Redemption Period.

Appears in 1 contract

Sources: Indenture (Semler Scientific, Inc.)

Appears in 1 contract

Sources: Indenture (Infinera Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the ~~conditions~~ circumstances described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ May 15, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the ~~conditions~~ circumstances described in Section 14.01(b), on or after ~~June~~ May 15, 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 88.9284 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ May 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000~~ 1,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The~~ At such time as the Company instructs the Bid Solicitation Agent (if other than the Company) in writing to obtain bids, the Company shall ~~determine~~ provide the ~~Trading Price per $1,000 amount of Notes in accordance~~ Bid Solicitation Agent with the names and contact information for the securities dealers the Company has selected and the Company shall instruct such securities dealers to provide bids ~~solicited by~~ to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding May 15, 2030, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Called Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate as of the record date for such distribution, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding May 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding May 15, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding May 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 49th Scheduled Trading Day immediately before the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption electing Physical Settlement not less than 10 nor more than 70 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 9th Scheduled Trading Day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of the related Notice of Redemption in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b) and are converted during the related Redemption Period.

Appears in 1 contract

Sources: Indenture (McEwen Mining Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~ 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June 15~~December 1, ~~2030~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 5.8679 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~December 1, ~~2030~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above~~in this subsection (b)(i). ~~Neither~~ For the avoidance of doubt, neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the ~~Company’s~~ determination of whether the Trading Price ~~Condition~~ condition has been met. (ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2027, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 1, 2027, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding December 1, 2027, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding December 1, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter of the Company commencing after the fiscal quarter ending on June 30, 2021 (and only during such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding fiscal quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by ‎‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 60 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Shake Shack Inc.)

Appears in 1 contract

Sources: Indenture (Splunk Inc)

Conversion Privilege. (ai) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or ~~an integral~~ a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ November 15, ~~2030~~ 2022 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ November 15, ~~2030~~ 2022 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at based on an initial conversion rate of ~~42.5170~~ 4.0244 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ November 15, ~~2030~~2022, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~‎Section 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~‎Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in ~~writing,~~ writing and has provided the Bid Solicitation Agent with the names and contact information of the securities dealers the Company has selected for such purpose; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading ~~Price per $1,000 principal amount of Notes~~Price) unless a Holder ~~of at least $2,000,000 aggregate principal amount~~ of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids when obligated as provided in the preceding sentence~~obtain bids, or if the Company so instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been ~~met on any Trading Day~~met, the Company shall so ~~notify~~ notify, in writing, the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of such Trading Day~~). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so ~~notify~~ notify, in writing, the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee). (i) ~~in writing that~~ If, prior to the ~~Trading Price Condition is no longer met and thereafter neither~~ close of business on the Business Day immediately preceding November 15, 2022, the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.elects to:

Appears in 1 contract

Sources: Indenture (Ligand Pharmaceuticals Inc)

Appears in 1 contract

Sources: Indenture (Mercadolibre Inc)

Appears in 1 contract

Sources: First Supplemental Indenture (iQIYI, Inc.)

Appears in 1 contract

Sources: Indenture (Enphase Energy, Inc.)

Appears in 1 contract

Sources: Indenture (Illumina Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s 's option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~January 1, ~~2030~~ 2019 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), at any time on or after ~~June 15~~January 1, ~~2030~~ 2019 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 250 shares of Common Stock (subject to adjustment as provided in this Article 14, the “"Conversion Rate”") per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “"Conversion Obligation”"). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~January 1, ~~2030~~2019, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “"Measurement Period”") in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been metwriting.

Appears in 1 contract

Sources: Indenture (Scorpio Tankers Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ October 15, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ October 15, 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ $47.78 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ October 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000 aggregate~~ 5,000,000 principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall promptly so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above~~in this subsection (b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding October 15, 2030, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such ▇▇▇▇▇▇. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding October 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding October 15, 2030 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than two Business Days after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding October 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall provide prompt written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor Conversion Agent (if other than the Trustee) shall have any duty to determine or verify such determination by the ~~Company’s~~ Company pursuant to this clause (iv) or any similar determination by the Company that the Notes have become convertible in accordance with any condition set forth in this Section 14.01(b). (A) If the Company calls any Note for Redemption pursuant to Article 16, the Holder may convert such Note (or a portion thereof) called for Redemption at any time from, and including, the Redemption Notice Date until the close of ~~whether~~ business on the Trading Day immediately preceding the related Redemption Date, or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price. If the Company has designated a Redemption Date pursuant to Article 16, a Holder that complies with the requirements for conversion described herein shall be deemed to have delivered a notice of its election not to have its Notes so redeemed. (B) If the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 41st Trading Day immediately before the related Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption (and, as a result thereof, convertible in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for, and each such conversion shall be deemed to be of a Note called for Redemption for the purposes of this Section 14.01(b)(v), Section 14.03 and Section 16.01.

Appears in 1 contract

Sources: Indenture (Firstenergy Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section ~~14.01(b~~9.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ October 15, ~~2030~~ 2024 under the circumstances and during the periods set forth in Section ~~14.01(b~~9.01(b), and (ii) regardless of the ~~conditions described in Section 14.01(b)~~foregoing conditions, on or after ~~June~~ October 15, ~~2030 and prior to~~ 2024 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 25.5384 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject ~~to, and in accordance with,~~ to the settlement provisions of Section ~~14.02~~9.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ October 15, ~~2030~~2024, a Holder of Notes may surrender all or any portion of its Notes for conversion ~~at any time~~ during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on ~~each~~ such Trading ~~Day (~~Day, subject to compliance with the ~~“Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to~~ procedures and conditions described in this subsection (b)(i~~) and the definition of Trading Price set forth in this Indenture~~). The Company shall provide written notice to the Bid Solicitation Agent (if ~~other than~~ the ~~Company~~Company is not acting as Bid Solicitation Agent) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. ~~The~~ If the Company does not, when it is required to, instruct the Bid Solicitation Agent ~~(if other than the Company) shall have no obligation~~ to ~~solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such solicitation in writing, and the Company shall have no obligation to make such request~~ (or, if the Company is acting as Bid Solicitation Agent, the Company ~~shall have no obligation~~ does not) obtain bids, or if the Company instructs the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of ~~Notes) unless a Holder of at least $2,000,000 aggregate principal amount of~~ Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent, at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) to solicit, or if the Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when obligated as provided in the preceding ~~sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids~~ sentence and the Bid Solicitation Agent fails to make such ~~solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. At such time, the Company shall instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, the Company shall) determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If the Trading Price ~~Condition~~ condition set forth above has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~on or~~ within one ~~Business Day of~~ business day following such Trading Day, in accordance with Sections 1.5 and 1.6 of the Base Indenture. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall promptly so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) ~~in writing~~ that the Trading Price ~~Condition~~ condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent ~~(if other than the Company)~~ shall be required to solicit bids again until another qualifying request is made as provided above~~. Neither~~ , in accordance with Sections 1.5 and 1.6 of the ~~Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met~~Base Indenture.

Appears in 1 contract

Sources: First Supplemental Indenture (INSMED Inc)

Appears in 1 contract

Sources: Indenture (Invacare Corp)

Appears in 1 contract

Sources: Indenture (Middleby Corp)

Appears in 1 contract

Sources: Indenture (Teladoc, Inc.)

Appears in 1 contract

Sources: Indenture (NanoString Technologies Inc)

Appears in 1 contract

Sources: Indenture (Blackhawk Network Holdings, Inc)

Appears in 1 contract

Sources: Indenture (Natera, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or ~~an integral~~ a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ May 15, ~~2030~~ 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ May 15, ~~2030~~ 2026 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 27.2068 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ May 15, ~~2030~~2026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The~~ At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall ~~determine~~ provide the ~~Trading Price per $1,000 amount of Notes in accordance~~ Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers selected by the Company, and the Company shall direct those security dealers to provide bids ~~solicited by~~ to the Bid Solicitation Agent. Any such determination shall be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again until ~~another qualifying~~ a new Holder request is made as provided ~~above~~in this subsection (b)(i). ~~Neither~~ The Trustee shall not have any liability or responsibility for the calculation of any Trading Price, or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding May 15, 2026, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify the Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent ~~shall have~~ (if other than the Trustee) in writing at least 40 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or ~~verify~~ distribution and (2) the Company’s ~~determination~~ announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. (iii) If (A) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding May 15, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event that occurs prior to the close of business on the Business Day immediately preceding May 15, 2026 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), then, in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until 35 Trading Days after the effective date of such Corporate Event(or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company ▇▇▇▇▇▇ notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the date the Company publicly announces such Corporate Event, but in no event later than the actual effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding May 15, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company will determine at the beginning of each calendar quarter, commencing after the calendar quarter ending on March 31, 2022, whether the Notes are convertible because the sale price condition described in the preceding sentence has been ~~met~~met and promptly provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). (v) If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the Maturity Date, a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of the Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the related Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during a Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Veritone, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ October 15, ~~2030~~ 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ October 15, ~~2030~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 20.9275 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ October 15, ~~2030~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000 aggregate~~ 5,000,000 principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall promptly so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above~~in this subsection (b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding October 15, 2028, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such ▇▇▇▇▇▇. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding October 15, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding October 15, 2028 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than two Business Days after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding October 15, 2028, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall provide prompt written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor Conversion Agent (if other than the Trustee) shall have any duty to determine or verify such determination by the ~~Company’s~~ Company pursuant to this clause (iv) or any similar determination ~~of whether~~ by the ~~Trading Price Condition has been met~~Company that the Notes have become convertible in accordance with any condition set forth in this Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Firstenergy Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, ~~2030~~ 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 151, ~~2030~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 41.9054 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding June 151, ~~2030~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 ~~aggregate~~ principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above~~in this subsection (b)(i). Neither the Trustee nor the Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding June 1, 2028, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding June 1, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding June 1, 2028, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding June 1, 2028, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after March 31, 2022 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor Conversion Agent (if other than the Trustee) shall have any duty to determine or verify such determination by the Company pursuant to this clause (iv) or any similar determination by the Company that the Notes have become convertible in accordance with any condition set forth in this Section 14.01(b). (v) If the Company calls any Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s ~~determination~~ delivery of ~~whether~~ a Notice of Redemption shall expire, unless the ~~Trading~~ Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price ~~Condition~~ has been ~~met.~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of

Appears in 1 contract

Sources: Indenture (Array Technologies, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030~~ 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~February 1, ~~2030~~ 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 21.3620 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030~~2026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000 aggregate~~ 5,000,000 principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall promptly so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above~~in this subsection (b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding February 1, 2026, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding February 1, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding February 1, 2026 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than two Business Days after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding February 1, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2023 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after June 30, 2023 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall provide prompt written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor Conversion Agent (if other than the Trustee) shall have any duty to determine or verify such determination by the ~~Company’s~~ Company pursuant to this clause (iv) or any similar determination ~~of whether~~ by the ~~Trading Price Condition has been met~~Company that the Notes have become convertible in accordance with any condition set forth in this Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Firstenergy Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~ 2031, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ August 15, ~~2030 and prior to~~ 2031 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170 shares of Common Stock~~ 56.2635 Class A Ordinary Shares (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~2031, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the securities dealers to deliver bids and the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate~~. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent~~. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~Common Stock~~ Class A Ordinary Shares and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding August 15, 2031, the Company elects to: (A) distribute to all or substantially all holders of the Class A Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares) entitling them, for a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that~~ at least forty-eight (48) Scheduled Trading Days prior to the ~~Trading Price Condition is no longer met and thereafter neither~~ Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place , the Company may provide not less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date. Once the ~~Bid Solicitation~~ Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company provides such notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Class A Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Class A Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 15, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding August 15, 2031, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date of such transaction or event until the earlier of (x) 35 Business Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the ~~Company~~Trustee) ~~shall be required~~ in writing as promptly as practicable following the effective date of such transaction or event, but in no event later than the effective date of such transaction or event. (iv) Prior to ~~solicit bids again until another qualifying request~~ the close of business on the Business Day immediately preceding August 15, 2031, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is ~~made as provided above. Neither the Trustee nor~~ greater than or equal to 130% of the Conversion ~~Agent~~ Price on each applicable Trading Day. (v) If the Company calls any Note for Redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding August 15, 2031, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the related Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert shall ~~have any duty to determine or verify~~ expire under this clause (v), unless the ~~Company’s determination~~ Company defaults in the payment of ~~whether~~ the ~~Trading~~ Redemption Price, in which case the Holder of the Called Notes may convert such Note until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth Business Day immediately preceding the relevant Optional Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this ‎Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Optional Redemption Notice for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Bitdeer Technologies Group)

Appears in 1 contract

Sources: Indenture (Marcus Corp)

Appears in 1 contract

Sources: Indenture (Bill.com Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Merit Medical Systems Inc)

Appears in 1 contract

Sources: Indenture (Plug Power Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~ 2019 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June~~ March 15, ~~2030~~ 2019 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 12.8793 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~2019, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~Section 13.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing that~~ writing. Other than as set forth above, none of the ~~Trading Price Condition is no longer met and thereafter neither the Company nor~~ Trustee, the Bid Solicitation Agent ~~(if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor~~ or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met.

Appears in 1 contract

Sources: Indenture (Twitter, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~ 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ March 15, ~~2030~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 6.7476 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in aggregate principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above~~in this subsection (b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2029, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 28 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 15, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 15, 2029, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding March 15, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after March 31, 2026 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor Conversion Agent (if other than the Trustee) shall have any duty to determine or verify such determination by the Company pursuant to this clause (iv) or any similar determination by the Company that the Notes have become convertible in accordance with any condition set forth in this Section 14.01(b). (v) If the Company calls any Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s ~~determination~~ delivery of ~~whether~~ a Notice of Redemption shall expire, unless the ~~Trading~~ Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price ~~Condition~~ has been ~~met.~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of

Appears in 1 contract

Sources: Indenture (Zoetis Inc.)

Appears in 1 contract

Sources: Indenture (Coupa Software Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~ 2028 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June~~ March 15, ~~2030~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 26.0247 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ Unless the Company is acting as Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company (which may include one or more of the Initial Purchasers or their Affiliates) pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if ~~other than~~ not the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 2.0 million in aggregate principal amount of the Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall ~~instruct the Bid Solicitation Agent in writing~~ (~~if other than the Company) to solicit, or~~ if the Company is acting as Bid Solicitation Agent, ) or the Company shall ~~solicit~~instruct the Bid Solicitation Agent (if the Company is not acting as Bid Solicitation Agent), ~~such bids~~ in writing, to determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock and the Conversion ~~Rate. The~~ Rate and the Company ~~shall determine~~ will instruct the ~~Trading Price per $1,000 amount of Notes in accordance with the~~ three independent nationally recognized securities dealers to deliver bids ~~solicited by~~ to the Bid Solicitation Agent. If ~~(x) the Company is not acting as Bid Solicitation Agent, and~~ the Company does not instruct the Bid Solicitation Agent in writing to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or ~~(y)~~ if the Company is acting as Bid Solicitation Agent and the Company fails to ~~make such solicitation~~ determine the Trading Price per $1,000 principal amount of Notes when ~~obligated as provided in~~ the ~~preceding sentence~~Company is required to do so, then, in ~~either~~ each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. In the event that the Company is not acting as Bid Solicitation Agent and the Bid Solicitation Agent is required to determine the Trading Price, but cannot, in its own determination, act in such capacity, the Bid Solicitation Agent shall notify the Company and the Company shall promptly appoint a substitute Bid Solicitation Agent. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) as described in ~~writing that~~ the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been metpreceding sentence.

Appears in 1 contract

Sources: Indenture (Bread Financial Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Live Nation Entertainment, Inc.)

Appears in 1 contract

Sources: Indenture (Pure Storage, Inc.)

Appears in 1 contract

Sources: Indenture (Esperion Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (Aceto Corp)

Conversion Privilege. (ai) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or ~~an integral~~ a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030~~ 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~February 1, ~~2030~~ 2025 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 27.5198 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, ~~2030~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit, such bids~~ determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The~~ At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall ~~determine~~ provide the ~~Trading Price per $1,000 amount of Notes in accordance~~ Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers selected by the Company, and the Company shall direct those security dealers to provide bids ~~solicited by~~ to the Bid Solicitation Agent. Any such determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids when obligated as provided in the preceding sentence~~obtain bids, or if the Company so instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation when obligated as provided in the preceding sentence,~~ determination. then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of such Trading Day~~writing. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing that the Trading Price Condition is no longer met~~ writing, and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again until ~~another qualifying~~ a new Holder request is made ~~as provided above. Neither~~ pursuant to this Section 14.01(b)(i). (i) If, prior to the ~~Trustee nor~~ close of business on the ~~Conversion Agent shall have any duty to determine or verify~~ Business Day immediately preceding February 1, 2025, the ~~Company’s determination of whether the Trading Price Condition has been met.~~Company elects to:

Appears in 1 contract

Sources: Indenture (Neogenomics Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~9.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~April 1, ~~2030~~ 2023, under the circumstances and during the periods set forth in Section ~~14.01(b~~9.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~9.01(b), on or after ~~June 15~~April 1, ~~2030~~ 2023 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 58.6622 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~9.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~April 1, ~~2030~~2023, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this First Supplemental Indenture. The ~~Company~~ Issuer shall provide written notice to the Bid Solicitation Agent (if other than the ~~Company~~Issuer) of the three independent nationally recognized securities dealers selected by the ~~Company~~ Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the ~~Company~~Issuer) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the ~~Company~~ Issuer has requested such ~~solicitation in writing~~determination, and the ~~Company~~ Issuer shall have no obligation to make such request (or, if the ~~Company~~ Issuer is acting as Bid Solicitation Agent, the ~~Company~~ Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the ~~Company~~ Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the ~~Company~~ Issuer shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the ~~Company~~Issuer) to ~~solicit~~determine, or if the ~~Company~~ Issuer is acting as Bid Solicitation Agent, the ~~Company~~ Issuer shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the ~~Company~~ Issuer is not acting as Bid Solicitation Agent, and the ~~Company~~ Issuer does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the ~~Company~~ Issuer instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the ~~Company~~ Issuer is acting as Bid Solicitation Agent and the ~~Company~~ Issuer fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the ~~Company~~ Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of such Trading Day~~). If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the ~~Company~~ Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met).

Appears in 1 contract

Sources: First Supplemental Indenture (Intrexon Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ September 15, ~~2030~~ 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ September 15, ~~2030~~ 2027 and prior to the close of business on the ~~second Scheduled~~ Business Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 80.0000 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ September 15, ~~2030~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 ~~aggregate~~ principal amount of Notes ~~provides~~ in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding September 15, 2027, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 48 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding September 15, 2027, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding September 15, 2027, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding September 15, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by ‎‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 70 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest shall be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company shall, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period if such Notes are otherwise convertible pursuant to any other provision of this ‎‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Novavax Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~January 1, ~~2030~~ 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~January 1, ~~2030~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 11.4571 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~January 1, ~~2030~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding January 1, 2029, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 56 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding January 1, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding January 1, 2029 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding January 1, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2024 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 54th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 70 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination in connection with the foregoing.

Appears in 1 contract

Sources: Indenture (Alarm.com Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Palo Alto Networks Inc)

Appears in 1 contract

Sources: Indenture (Teladoc Health, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~September 1, ~~2030~~ 2028 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June 15~~September 1, ~~2030~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 13.7848 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~September 1, ~~2030~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection ~~(b)(i~~‎(b)‎(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding September 1, 2028, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent ~~shall have~~ (if other than the Trustee) in writing at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any ~~duty~~ such separation of rights issued pursuant to ~~determine~~ a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or ~~verify~~ triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding September 1, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding September 1, 2028, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding September 1, 2028, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption prior to the close of business on the Business Day immediately preceding September 1, 2028 pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the related Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Called Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Uber Technologies, Inc)

Appears in 1 contract

Sources: Indenture (Teladoc, Inc.)

Appears in 1 contract

Sources: Indenture (Sea LTD)

Conversion Privilege. ~~(a)~~ Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~ 2027 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ August 15, ~~2030~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 115.5869 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). (~~b) (i~~a) Prior to the close of business on the Business Day immediately preceding ~~June~~ August 15, ~~2030~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000 aggregate~~ 1,000,000 in principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing on or within one Business Day of such Trading Day~~). If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee), and Holders of Notes shall cease to be entitled to surrender Notes for conversion pursuant to this Section 14.01(b)(i) ~~in writing that~~ unless and until the Trading Price ~~Condition~~ condition is ~~no longer met and thereafter neither~~ satisfied again. (i) If, prior to the close of business on the Business Day immediately preceding August 15, 2027, the Company ~~nor~~ elects to: (A) issue to all or substantially all holders of the ~~Bid Solicitation~~ Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the ~~Company~~Trustee) in writing (such notification, the “Certain Distributions Notification”) (x) at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, in the case of any such separation of rights issued pursuant to a stockholders rights plan, if later, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur) or (y) at least 10 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (provided that, if the Company provides the Certain Distributions Notification in accordance with this clause (y) but not in accordance with the immediately preceding clause (x), notwithstanding anything to the contrary in Section 14.02 or any other provision of this Indenture, the Company shall be required to ~~solicit bids again~~ settle all conversions of Notes with a Conversion Date occurring during the period from, and including, the date of such Certain Distributions Notification to, and including, the Record Date for such issuance or distribution (or the date of the Company’s announcement that such issuance or distribution will not take place) using Physical Settlement, and the Company shall so notify the Holders of such required Settlement Method in such Certain Distributions Notification). Once the Company has delivered the Certain Distributions Notification, a Holder may surrender all or any portion of its Notes for conversion at any time until ~~another qualifying request~~ the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. (ii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 15, 2027, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or if the Company is ~~made as provided above~~a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets (in each case, other than any such transaction solely for the purpose of changing the Company’s jurisdiction of organization solely within the United States that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes the sole Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding August 15, 2027, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the transaction until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. ~~Neither~~ The Company shall notify Holders, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the date the Company publicly announces such transaction but in no event later than the effective date of such transaction. (iii) Prior to the close of business on the Business Day immediately preceding August 15, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall ~~have~~ determine at the beginning of each calendar quarter commencing after December 31, 2022 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). (iv) If the Company calls any ~~duty~~ Notes for redemption pursuant to ~~determine~~ ‎Article 16 prior to the close of business on the Business Day immediately preceding August 15, 2027, then a Holder may surrender all or ~~verify~~ any portion of its Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s ~~determination~~ delivery of ~~whether~~ such Redemption Notice shall expire, unless the ~~Trading~~ Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert such Called Notes until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎Article 16 and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 45th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible in accordance with this clause (v)), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes for redemption during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03.

Appears in 1 contract

Sources: Indenture (Indie Semiconductor, Inc.)

Appears in 1 contract

Sources: Indenture (Infinera Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~ 2032 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ March 15, ~~2030~~ 2032 and prior to the close of business on the ~~second~~ Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 34.5872 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~2032, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $~~2,000,000~~ 5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2032, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 15, 2032, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 15 2032 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding March 15 2032, a Holder may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter commencing after the fiscal quarter ending on November 1, 2025 (and only during such fiscal quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding fiscal quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of such Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of the related Notice of Redemption in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion shall be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest shall be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, such conversion shall be deemed “in connection with” the relevant Notice of Redemption pursuant to Section 14.03(a), and the Company shall, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination in connection with the foregoing.

Appears in 1 contract

Sources: Indenture (GameStop Corp.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~ 2025 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June~~ March 15, ~~2030~~ 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 64.5745 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 15, ~~2030~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock ~~on each such Trading Day~~ and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ Unless the Company is acting as Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if ~~other than~~ not the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock ~~on such Trading Day~~ and the Conversion ~~Rate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~Rate, at which time the Company shall ~~instruct the Bid Solicitation Agent in writing~~ (~~if other than the Company) to solicit, or~~ if the Company is acting as Bid Solicitation Agent, ) or the Company shall ~~solicit~~instruct the Bid Solicitation Agent (if the Company is not acting as Bid Solicitation Agent), ~~such bids~~ in writing, to determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If ~~(x) the Company is not acting as Bid Solicitation Agent, and~~ the Company does not instruct the Bid Solicitation Agent in writing to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or ~~(y)~~ if the Company is acting as Bid Solicitation Agent and the Company fails to ~~make such solicitation~~ determine the Trading Price per $1,000 principal amount of Notes when ~~obligated as provided in~~ the ~~preceding sentence~~Company is required to do so, then, in ~~either~~ each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall provide the Bid Solicitation Agent in writing with the names and contact details of three independent recognized securities dealers selected by the Company, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent. In the event that the Company is not acting as Bid Solicitation Agent and the Bid Solicitation Agent is required to determine the Trading Price, but cannot, in its own determination, act in such capacity, the Bid Solicitation Agent shall notify the Company and the Company shall promptly appoint a substitute Bid Solicitation Agent. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.accordance with

Appears in 1 contract

Sources: Indenture (Allegheny Technologies Inc)

Conversion Privilege. (a) Subject to and ~~upon~~ in compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~February 1, 2030 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 45.0846 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~February 1, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately ~~after~~ following any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation~~ determination in ~~writing,~~ writing and has provided the Bid Solicitation Agent with the names and contact information of the securities dealers the Company has selected for such purpose; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading ~~Price per $1,000 principal amount of Notes~~Price) unless a Holder of at least $2,000,000 aggregate principal amount of Notes (or such lesser amount as may then be outstanding) provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company ~~shall solicit~~will determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company determines that the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate~~. The~~ , and the Company ~~shall determine~~ will instruct the ~~Trading Price per $1,000 amount of Notes in accordance with~~ three independent nationally recognized securities dealers selected by the Company to deliver bids ~~solicited by~~ to the Bid Solicitation Agent (if other than the Company), or if the Company is acting as Bid Solicitation Agent, to the Company. If (x) the Company is not acting as Bid Solicitation ~~Agent,~~ Agent and the Company does ~~not~~ not, when it is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids when obligated as provided in the preceding sentence~~obtain bids, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation ~~Agent in writing to obtain bids~~ Agent, and the Bid Solicitation Agent fails to make such ~~solicitation,~~ determination or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company, determines that the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the Holders of the Notes, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been metwriting.

Appears in 1 contract

Sources: Indenture (Snap Inc)

Appears in 1 contract

Sources: Indenture (Fortive Corp)

Appears in 1 contract

Sources: Indenture (Alteryx, Inc.)

Appears in 1 contract

Sources: Indenture (Pattern Energy Group Inc.)

Appears in 1 contract

Sources: Indenture (MICROSTRATEGY Inc)

Appears in 1 contract

Sources: Indenture (Accolade, Inc.)

Appears in 1 contract

Sources: Indenture (Zscaler, Inc.)

Appears in 1 contract

Sources: Indenture (Docusign Inc)

Appears in 1 contract

Sources: Indenture (ServiceNow, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~July 1, ~~2030~~ 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 15~~July 1, ~~2030~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 6.3492 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~July 1, ~~2030~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $~~2,000,000~~ 5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding July 1, 2027, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding July 1, 2027, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding July 1, 2027 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding July 1, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on January 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination in connection with the foregoing.

Appears in 1 contract

Sources: Indenture (Snowflake Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 5.3258 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding June 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The~~ At such time as the Company instructs the Bid Solicitation Agent (if other than the Company) to obtain bids, the Company shall ~~determine~~ provide the ~~Trading Price per $1,000 amount of Notes in accordance~~ Bid Solicitation Agent with the names and contact information for the securities dealers it selected and the Company shall instruct such securities dealers to provide bids ~~solicited by~~ to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing on or within one Business Day of~~ writing. Any such ~~Trading Day~~determination shall be conclusive absent manifest error. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding June 15, 2030, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent ~~shall have~~ (if other than the Trustee) in writing at least 48 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any ~~duty~~ such separation of rights issued pursuant to ~~determine~~ a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or ~~verify~~ triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding June 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding June 15, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than the second Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding June 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day, as determined by the Company. (v) If the Company calls any Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Sources: Indenture (JBT Marel Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article ~~14, each Holder of a Note shall have the right~~7, at ~~such Holder’s option~~the option of the Holder thereof, ~~to convert all~~ any Security, in whole or ~~any portion (if the portion to~~ in part, may be converted is into the Settlement Amount, at a rate (the “Conversion Rate”) of 20.00 shares of Common Stock per $1,000 principal amount ~~or an integral multiple thereof)~~ of ~~such Note (i)~~ Securities, subject to ~~satisfaction of the conditions described in~~ adjustment pursuant to Section ~~14.01(b)~~7.05, ~~at any time~~ prior to the ~~close~~ Close of ~~business~~ Business on the Business Day immediately preceding June 15, 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 42.5170 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) The Securities shall be convertible (i) ~~Prior~~ at any time on or after March 1, 2027 and prior to the ~~close~~ Close of ~~business~~ Business on the Business Day immediately preceding the Maturity Date and (ii) prior to March 1, 2027, only upon the occurrence of one of the following events: (i) During any calendar quarter after the calendar quarter ending June 1530, ~~2030~~2007 and only during such calendar quarter, if the Closing Price of the Common Stock for twenty (20) or more Trading Days in a ~~Holder may surrender all or~~ period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter is more than 130% of the Conversion Price on such last Trading Day. Commencing July 1, 2007 and at the beginning of each calendar quarter thereafter, the Conversion Agent shall determine, on the Company’s behalf, whether the Securities are convertible as the result of the satisfaction of this condition in the preceding calendar quarter and shall promptly notify the Company and the Trustee accordingly. The Trustee shall, in turn, notify the Holders in each calendar quarter but in no event later than seven (7) days after the beginning of such calendar quarter. (ii) During any ~~portion of its Notes for conversion at any time during the~~ five Business Day period ~~immediately~~ after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of ~~Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i),~~ Securities for each ~~Trading Day~~ day of ~~the~~ such Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price ~~of the Common Stock~~ on ~~each~~ such ~~Trading Day~~ date and the Conversion Rate on ~~each~~ such ~~Trading Day (the “Trading Price Condition”). The Trading Prices shall be~~ date, all as determined by the ~~Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture~~Trustee. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) Trustee shall have no obligation to ~~solicit~~ determine the Trading Price ~~per $1,000 principal amount~~ of ~~Notes~~ Securities unless requested by the Company ~~has requested such solicitation~~ to do so in writing, and the Company shall have no obligation to make such request ~~(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes)~~ unless a Holder ~~of at least $2,000,000 aggregate principal amount of Notes~~ provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of ~~Notes on any Trading Day~~ Securities would be less than 98% of the product of ~~the Last Reported Sale Price of the Common Stock on such Trading Day and~~ (a) the Conversion Rate on of the Securities and (b) the Closing Price at such ~~Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent~~time, at which time the Company shall instruct the ~~Bid Solicitation Agent in writing (if other than~~ Trustee to determine the ~~Company) to solicit, or if~~ Trading Price of the ~~Company is acting as Bid Solicitation Agent, the Company shall solicit, such bids~~ Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of ~~Notes~~ Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If (xa) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to solicit bids when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate of the Securities and (b) the Closing Price on ~~each Trading Day of~~ such ~~failure~~date. If the Trading Price ~~Condition~~ condition set forth in this Section 7.01(b)(ii) has been ~~met on any Trading Day~~met, the Company shall so notify the Holders~~, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day~~. If, at any time after the Trading Price ~~Condition~~ condition set forth in this Section 7.01(b)(ii) has been met, the Trading Price per $1,000 principal amount of ~~Notes~~ Securities is greater than or equal to 98% of the product of ~~the Last Reported Sale Price of the Common Stock and~~ (a) the Conversion Rate ~~for~~ of the Securities and (b) the Closing Price on such ~~Trading Day~~date, the Company shall so notify the ~~Holders~~ Holders. (iii) If any of the ~~Notes~~Securities are called for redemption pursuant to Section 5.01 at any time prior to the Close of Business on the Business Day prior to the Redemption Date, even if the ~~Trustee and~~ Securities are not otherwise convertible at such time. (iv) If the ~~Conversion Agent~~ Company elects to distribute to all holders of Common Stock: (~~if other~~ A) certain rights (including rights under a stockholder rights plan) or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, shares of Common Stock at less than the ~~Trustee) in writing that~~ average of the Closing Price for the five consecutive Trading Day period ending on the Trading ~~Price Condition is no longer met and thereafter neither~~ Day preceding the ~~Company nor the Bid Solicitation Agent~~ announcement of such distribution; or (~~if other than the Company~~B) ~~shall be required~~ cash, assets, debt securities or certain rights to ~~solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify~~ purchase the Company’s securities, which distribution has a per share value exceeding 7.5% of the Closing Price of the Common Stock on the Trading Day immediately preceding the announcement of such distribution; then, in either case, the Company shall notify the Holders at least 25 Trading Days prior to the ex-dividend date for such distribution; provided that if the Company distributes rights pursuant to a stockholder rights plan, it shall notify the holders of the Securities on the Business Day after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights plan if such date is less than 25 Trading Days prior to the date of such distribution. Once the Company has given the notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. Notwithstanding the foregoing, a Holder may not convert its Securities under this Section 7.01(b)(iv) if the Holder participates in such distribution due to the participation of Holders in such distribution. (v) If the Company is a party to any transaction or an event occurs that constitutes a Fundamental Change, a Holder may surrender Securities for conversion at any time from and after the date which is ten (10) Trading Days prior to the anticipated effective date of such Fundamental Change until and including the Trading Day prior to the related Fundamental Change Repurchase Date. The Company shall give notice in writing to all Holders and the Trustee of a Fundamental Change no later than ten (10) Trading Days prior to the anticipated effective date of the Fundamental Change that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Fundamental Change will occur until a date that is within ten (10) Trading Days before the anticipated effective date of such Fundamental Change, the Company shall give notice in writing to all Holders and the Trustee of the Fundamental Change promptly after the Company has knowledge of such Fundamental Change. The Board of Directors shall determine in good faith the anticipated effective date of the Fundamental Change, and such determination shall be conclusive and binding on the Holders and shall be publicly announced by the Company not later than two Business Days prior to the end of such 10 Trading Day period. (c) If a Holder elects to convert Securities in connection with a Makewhole Fundamental Change that has an Effective Date prior to May 1, 2014, the Company shall increase the Conversion Rate by an additional number of shares of Common Stock (the “Additional Shares”) set forth in Exhibit B. For purposes of this Section 7.01, any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Makewhole Fundamental Change shall be deemed to have occurred “in connection” with a Makewhole Fundamental Change to the extent that such conversion is effected during the time period specified in Section 7.01(b)(v) (regardless of whether the provisions of Section 7.01(b) shall apply to such conversion). The increase in the Conversion Rate, expressed as a number of Additional Shares per $1,000 principal amount of Securities, will be determined by the Company by reference to the table attached as Exhibit B hereto, based on the date the Makewhole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price paid or deemed to be paid per share of Common Stock in the transaction constituting the Makewhole Fundamental Change (the “Stock Price”); provided that if a Holder of the Common Stock receives only Cash in connection with a Fundamental Change described in clause (ii) of the definition thereof contained in Section 5.08(a), the Stock Price shall be the Cash amount paid per share. In all other cases, the Stock Price shall be the average of the Closing Price of the Common Stock over the five consecutive Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change, provided that if the Stock Price ~~Condition has~~ is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the Company shall determine the increased Conversion Rate by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the next earliest and next latest Effective Dates, based on a 365 day year, as applicable. The Stock Price set forth in the first column of the table attached as Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate is adjusted pursuant to Section 7.05. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares shall be adjusted in the same manner as the Conversion Rate is adjusted pursuant to Section 7.05. If (1) the Stock Price is greater than $150.00 per share of Common Stock (subject to adjustment in the same manner as the Stock Price) no increase in the Conversion Rate will be made, and (2) the Stock Price is less than $36.05 per share (subject to adjustment in the same manner as the Stock Price), no increase in the Conversion Rate will be made. Notwithstanding the foregoing, in no event will the number of Additional Shares in connection with a Makewhole Fundamental Change exceed 7.74 per $1,000 principal amount of Securities (subject to adjustment in the same manner as set forth in Section 7.05). (d) If the Company is required to increase the Conversion Rate in connection with a Makewhole Fundamental Change pursuant to clause (c) above, Securities surrendered for conversion will be settled as follows (subject in all respects to the provisions set forth in Section 7.13): (i) If the last day of the applicable Conversion Reference Period related to Securities surrendered for conversion is prior to the third Trading Day preceding the anticipated Effective Date of such Makewhole Fundamental Change, the Company shall settle such conversion as described in Section 7.13 by delivering the amount of consideration due (as described in Section 7.13, based on the Conversion Rate without regard to the number of Additional Shares to be added to the Conversion Rate as provided in clause (c) above) on the third Trading Day immediately following the last day of the applicable Conversion Reference Period. In addition, if a Makewhole Fundamental Change occurs, as soon as practicable following the Effective Date of such Makewhole Fundamental Change, the Company shall deliver the increase in such amount of Cash, shares of Common Stock or a combination of Cash and shares of Common Stock or Reference Property, if any, as the case may be, as if the Conversion Rate had been ~~met~~increased by such number of Additional Shares during the related Conversion Reference Period (and based upon the relevant Daily Conversion Value during such Conversion Reference Period). If such increased amount results in an increase to the amount of Cash to be paid to Holders, the Company shall pay such increase in Cash, and if such increased Settlement Amount results in an increase to the amount of Cash, shares of Common Stock or a combination of Cash and share of Common Stock, at the Company’s option, the Company will deliver such increase by delivering Cash, shares of Common Stock or a combination of Cash and shares of Common Stock or Reference Property based on such increase; and (ii) If the last day of the applicable Conversion Reference Period related to the Securities surrendered for conversion is on or following the third Trading Day preceding the anticipated Effective Date of the Makewhole Fundamental Change, the Company shall settle such conversion as described in Section 7.13 (based on the Conversion Rate as increased by the Additional Shares as provided in clause (c) above) on the later to occur of (A) the Effective Date of the transaction and (B) the third Trading Day immediately following the last day of the applicable Conversion Reference Period.

Appears in 1 contract

Sources: Indenture (Linear Technology Corp /Ca/)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ December 15, ~~2030~~ 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ December 15, ~~2030~~ 2025 and prior to the close of business on the ~~second~~ Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~42.5170~~ 9.7272 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ December 15, ~~2030~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~five~~ ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading ~~Day (the “Trading Price Condition”)~~Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to ~~solicit~~ determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such ~~solicitation in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the Conversion Rate on such Trading Day, ~~and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent,~~ at which time the Company shall instruct the Bid Solicitation Agent ~~in writing~~ (if other than the Company) to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such bids~~ the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. ~~The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent.~~ If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not~~ not, when the Company is required to, instruct the Bid Solicitation Agent ~~in writing~~ to ~~solicit bids~~ determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such ~~solicitation~~determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~solicitation~~ determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~Condition~~ condition set forth above has been ~~met on any Trading Day~~met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing~~ writing. Any such determination shall be conclusive absent manifest error, and the Trustee and the Conversion Agent shall be entitled to conclusively rely on ~~or within one Business Day of such Trading Day~~written notice thereof. If, at any time after the Trading Price ~~Condition~~ condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify the ~~Holders of the Notes~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing ~~that the Trading Price Condition is no longer met~~ and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again ~~until another qualifying~~ unless a new Holder request is made as provided ~~above. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding December 15, 2025, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee ~~nor~~ and the Conversion Agent (if other than the Trustee) in writing at least 36 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall ~~have~~ be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any ~~duty to determine or verify~~ portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s ~~determination~~ announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 15, 2025, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding December 15, 2025, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding December 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter of the Company commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been ~~met~~paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 34th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 60 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Sources: Indenture (Fastly, Inc.)

Appears in 1 contract

Sources: Indenture (fuboTV Inc. /FL)

Appears in 1 contract

Sources: First Supplemental Indenture (Echo Global Logistics, Inc.)

Common use of Conversion Privilege Clause in Contracts