Appears in 2 contracts

Sources: Indenture (Lyft, Inc.), Indenture (Lyft, Inc.)

Appears in 2 contracts

Sources: Indenture (Baidu, Inc.), Indenture (iQIYI, 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~~August 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~~August 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 shares of~~ 49.1672 Common ~~Stock~~ Shares (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”"). The Trustee shall have no obligation to make any determination as to whether any of the conditions described in Section 14.01(b) have been satisfied. ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~August 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~~ 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 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~~ Shares on such Trading Day and the Conversion Rate on such Trading Day, ~~and~~ at which time 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~~ and 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~~ 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~~ 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~~ 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~~ 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~~ Shares 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 1, 2031, the Company elects to: (A) distribute to all or substantially all holders of the Common Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to the separation of such rights from the Common Shares) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase Common Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Common Shares 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 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 Common 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 Common 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 ~~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 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, 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~~ '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 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 Common Shares 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 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 Common Shares solely into Common Equity of the surviving entity and such Common Equity become Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding August 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) or a Termination of Trading Event of Default, which the Company has elected to cure in accordance with Section 6.12, 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 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 December 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition~~ of the Common 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 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 pursuant to an 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, as permitted by ‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 65 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 such Note or beneficial interest will be deemed to be called for Redemption solely for the purposes of such conversion and each such conversion will be deemed to be of a Note called for Optional Redemption ("Deemed Redemption"). If a Holder elects to convert Called Notes during the related Redemption Period, such conversion will be deemed "in connection with" the relevant Notice of Redemption pursuant to Section 14.03(a), and 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 an Optional Redemption 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).

Appears in 2 contracts

Sources: Indenture (Energy Fuels Inc), Indenture (Energy Fuels 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~~ August 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~~ August 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~~ 62.3539 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~~ August 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 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~~ 1,000,000 aggregate principal amount of Notes requests in writing that the Company make such a determination and 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~~ at which time 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~~ and 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 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 Sale Price of the Common Stock and the Conversion Rate for such ~~Trading Day~~date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). (i) If, prior to the close of business on the Business Day immediately preceding August 15, 2029, 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 so long as such rights have not separated from the shares of 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 pursuant to a stockholder rights plan so long as such rights have not separated from the shares of 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 in writing ~~that~~ all Holders of the ~~Trading Price Condition is no longer met~~ Notes, the Trustee and ~~thereafter neither~~ the ~~Company nor the Bid Solicitation~~ Conversion Agent (if other than the ~~Company~~Trustee) at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, no later than the Business Day after the Company becomes aware that such separation has occurred or will occur); provided, however, that if the Company elects Physical Settlement (to the extent that the Company has not elected another Settlement Method to apply, including pursuant to Section 14.02) in the applicable notice in respect of any conversions that occurs from, and including, the date the Company provides such notice to, and including, the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or issuance (or, if earlier, the date the Company announces that such issuance or distribution will not take place) (the “Distribution Trigger Irrevocable Physical Settlement Period”), the Company shall be permitted to provide no less than 10 Scheduled Trading Days’ notice prior to the Ex-Dividend Date for the applicable issuance or distribution, in which case the Company shall be required to ~~solicit bids again~~ settle all conversions of Notes with a Conversion Date occurring during the Distribution Trigger Irrevocable Physical Settlement Period 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 ~~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. Notwithstanding the foregoing, Holders may not convert their Notes under this Section 14.01(b)(ii) 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 under this Section 14.01(b)(ii)(A) or (B) without having to convert their Notes as if they held a number of shares of Common Stock equal to the then-effective Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee not 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. (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, 2029, 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 Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that does not constitute a Fundamental Change or Make-Whole Fundamental Change) that occurs prior to the close of business on the Business Day immediately preceding August 15, 2029, 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 the earlier of (x) 35 Trading Days after the effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify in writing Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction. Neither the Trustee nor 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. (iii) Prior to the close of business on the Business Day immediately preceding August 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, 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 March 31, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall 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). 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~~ condition set forth in this clause (iv) has been met. (iv) If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding August 15, 2029, then a Holder may surrender all or any part of such of its Notes as called for redemption 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 Notes are not otherwise convertible at such time. After that time, the right to convert such Notes pursuant to this Section 14.01(b)(v) shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes until the Redemption Price has been paid or duly provided for.

Appears in 2 contracts

Sources: Indenture (Alignment Healthcare, Inc.), Indenture (Alignment Healthcare, Inc.)

Appears in 2 contracts

Sources: Indenture (Yandex N.V.), Indenture (Yandex N.V.)

Appears in 2 contracts

Sources: Indenture (Brookdale Senior Living Inc.), Indenture (Brookdale Senior Living Inc.)

Appears in 2 contracts

Sources: Indenture (Parsons Corp), Indenture (Parsons Corp)

Appears in 1 contract

Sources: Indenture (Rapid7, Inc.)

Appears in 1 contract

Sources: First Supplemental Indenture (Guidewire Software, Inc.)

Appears in 1 contract

Sources: Indenture (Liveperson Inc)

Appears in 1 contract

Sources: Indenture (Impinj Inc)

Appears in 1 contract

Sources: Indenture (Ormat Technologies, Inc.)

Appears in 1 contract

Sources: Indenture (3d Systems Corp)

Appears in 1 contract

Sources: Indenture (Nova Measuring Instruments LTD)

Appears in 1 contract

Sources: Indenture (Blackline, Inc.)

Appears in 1 contract

Sources: Indenture (Luminex Corp)

Appears in 1 contract

Sources: Indenture (Knowles Corp)

Appears in 1 contract

Sources: Indenture (Tpi Composites, Inc)

Appears in 1 contract

Sources: Indenture (Alteryx, 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~~ January 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~~ January 15, ~~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~~ 8.4131 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~~ January 15, ~~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 January 15, 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 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 31 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 January 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 (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 15, 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 January 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 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 (Duke Energy CORP)

Appears in 1 contract

Sources: Indenture (Zynga Inc)

Appears in 1 contract

Sources: Indenture (Porch Group, Inc.)

Appears in 1 contract

Sources: Indenture (Nutanix, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 148, 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 of $1,000 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section 14.01(b~~‎Section 8.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 15~~July 1, ~~2030~~ 2023 under the circumstances and during the periods set forth in ~~Section 14.01(b~~‎Section 8.01(b), and (ii) regardless of the conditions described in ~~Section 14.01(b~~‎Section 8.01(b), on or after ~~June 15~~July 1, ~~2030~~ 2023 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~~ 8.9364 shares of Common Stock (subject to adjustment as provided in this Article 14‎8, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section 14.02~~‎Section 8.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~July 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 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 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) 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: Third Supplemental Indenture (Macquarie Infrastructure Corp)

Appears in 1 contract

Sources: Indenture (Horizon Pharma, Inc.)

Appears in 1 contract

Sources: Indenture (Nutanix, Inc.)

Appears in 1 contract

Sources: Indenture (Cleanspark, Inc.)

Appears in 1 contract

Sources: Indenture (Sarepta Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (Homeaway Inc)

Appears in 1 contract

Sources: Indenture (Fiverr International Ltd.)

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~~ 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 151, ~~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~~ 80.4602 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) Subject to Section 14.01(a)(ii), a Note may be converted only in the following circumstances: (i) Prior to the close of business on the Business Day immediately preceding June 151, ~~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~~ 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~~ at which time 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~~ and 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 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. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding June 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 ~~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 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 June 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 June 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 December 31, 2025, 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 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 second 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 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 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 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 close of business on the second 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 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 as to whether any of the conditions described in this Section 14.01(b) have been satisfied.

Appears in 1 contract

Sources: Indenture (Terawulf 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~~ May 15, ~~2030~~ 2029 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~~ May 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~~ 22.0420 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~~ May 15, ~~2030~~2029, a Holder may surrender all or any portion of its Notes (that is at least $1,000 aggregate principal amount or an integral multiple of $1,000 in excess thereof) 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. , and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.” 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 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) in writing to ~~solicit~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~solicit~~determine, ~~such~~ the Trading Price per $1,000 principal amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent 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. Any such determination shall be conclusive absent manifest error. 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. Neither the ~~Trading Price Condition is no longer met and thereafter neither the Company~~ Trustee 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~~ liability or ~~verify the Company’s determination of whether the~~ responsibility for any Trading Price ~~Condition has been met~~or related information or the accuracy thereof.

Appears in 1 contract

Sources: Indenture (Fluor 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~~ July 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~~ July 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~~ 13.8750 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”). As provided for in Section 14.09, the Trustee shall have no obligation to make any determination as to whether any of the conditions described in ‎ Section 14.01(b) have been satisfied that makes the Notes eligible for conversion or no longer eligible therefor unless and until the Company delivers the related notices referred to in Section 14.01(b). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ July 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 by the Bid Solicitation Agent following a request by a Holder or Holders 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~~ at which time 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~~ and 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 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 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 of the Notes, the Trustee ~~nor~~ 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); 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 (or, if later, in the case of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant to this subsection (b)(ii) if it participates, 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 its Notes as if it 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 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 July 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 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 15, 2032, 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 has been met~~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 during the relevant Redemption Period, even if the Called Notes are not otherwise convertible at such time. If the Company makes an All Notes Election with respect to a Partial Redemption pursuant to Section 16.02(d), Holders of all outstanding Notes may convert their Notes pursuant to this Section 14.01(b)(v) at any time during the relevant Redemption Period, irrespective of whether such Notes are Called Notes and even if the Notes are not otherwise convertible at such time. Following the relevant Redemption Period, the right to convert such Notes on account of the Company’s delivery of a Notice of Redemption pursuant to the two immediately preceding sentences shall expire. In the event of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), if 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 Partial Redemption (and, as a result thereof, convertible pursuant to this‎ Section 14.01(b)(v)), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the relevant 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 its 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 Notes that are so converted in connection with such Notice of Redemption pursuant to ‎Section 14.03. Accordingly, in the case of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), 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 for conversions of such Notes during the related Redemption Period pursuant to ‎Section 14.03, even if such Notes are otherwise convertible pursuant to any other provision of this ‎Section 14.01(b).

Appears in 1 contract

Sources: Indenture (AST SpaceMobile, Inc.)

Appears in 1 contract

Sources: Indenture (Sunrun Inc.)

Appears in 1 contract

Sources: Indenture (Akamai Technologies Inc)

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~~ a 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~~March 1, ~~2030~~ 2021, under the circumstances and during the periods set forth in Section ~~14.01(b),~~ 11.01(b) and (ii) regardless of the conditions described in Section ~~14.01(b~~11.01(b), on or after ~~June 15~~March 1, ~~2030~~ 2021 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~~ 51.9852 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, 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~~March 1, ~~2030~~2021, 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~~ Company pursuant to this subsection (b)(i) and the definition of Trading Price set forth in ~~this~~ the 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 the Trading Price per $1,000 principal amount of Notes~~ obtain secondary market bid quotations unless the Company has requested ~~such solicitation~~ it 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~~ beneficial holder 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~~Rate, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing (if other than~~ to obtain written bid quotations regarding 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 use reasonable efforts to provide such written instruction to the Bid Solicitation Agent by 12:00 p.m., New York City time, on the first Trading Day that secondary bid quotations are to be obtained pursuant to this subsection (b)(i) and the date that such secondary bid quotations are no longer required to be obtained. The Company shall determine the Trading Price per $1,000 principal amount of Notes ~~in accordance with~~ for each Trading Day based on the bids ~~solicited~~ obtained by the Bid Solicitation ~~Agent~~Agent and provided to the Company pursuant to the Indenture, and any such determination by the Company shall be conclusive absent manifest error. 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~~ obtain secondary market bid quotations when obligated as provided in the preceding sentence, 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, 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~~obtain any bids, 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: First Supplemental Indenture (Depomed Inc)

Appears in 1 contract

Sources: Indenture (Under Armour, Inc.)

Appears in 1 contract

Sources: Indenture (AMC Networks Inc.)

Appears in 1 contract

Sources: Indenture (Vocera Communications, Inc.)

Appears in 1 contract

Sources: Indenture (Workiva Inc)

Appears in 1 contract

Sources: Indenture (Heritage Insurance Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Microchip Technology 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)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article ~~14,~~ XIV 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 of $1,000 in excess 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~~ 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~~April 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~~ 29.1375 shares of Common Stock (subject to adjustment as provided in this Article 14XIV, 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~~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 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company 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 in writing such ~~solicitation~~ determination and provided in ~~writing~~writing the names and contact information of the three securities dealers selected by the Company to provide bids to determine the Trading Price, 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~~ provide 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~~ at which time the Company shall (x) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation ~~Agent, at which time the Company shall~~ Agent and (y) irrevocably 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~~ the Trading Price per $1,000 principal amount of Notes based on the bids solicited by the Bid Solicitation Agent 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~~ If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price ~~per $1,000 amount of Notes in accordance with~~ and the ~~bids solicited by the Bid Solicitation Agent~~contact information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to ~~solicit~~ the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each when obligated as provided in the two immediately preceding ~~sentence~~sentences, or if the Company ~~instructs~~ gives such written instruction and information 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~~ obtain such ~~solicitation~~ bids or (z) the Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, 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 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~~ ). 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 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~~in this Section 14.01(b)(i).

Appears in 1 contract

Sources: Indenture (Solaredge Technologies, Inc.)

Appears in 1 contract

Sources: Indenture (Move Inc)

Appears in 1 contract

Sources: Indenture (Upstart Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Zillow Group, Inc.)

Appears in 1 contract

Sources: Indenture (Alnylam Pharmaceuticals, 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~~ January 15, ~~2030~~ 2036 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~~ January 15, ~~2030~~ 2036 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~~ 8.5982 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”). . As provided for in Section 14.09, the Trustee shall have no obligation to make any determination as to whether any of the conditions described in Section 14.01 (b) have been satisfied that makes the Notes eligible for conversion or no longer eligible therefor unless and until the Company delivers the related notices referred to in Section 14.01(b). (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ January 15, ~~2030~~2036, 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 by the Bid Solicitation Agent following a request by a Holder or Holders 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~~ at which time 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~~ and 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 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 15, 2036, 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 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); 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 (or, if later, in the case of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant to this subsection (b)(ii) if it participates, 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 its Notes as if it 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 15, 2036, 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 15, 2036, (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 15, 2036, 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, 2026 (and only during such calendar quarter), if the Last Reported Sale Price ~~Condition has been met~~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.

Appears in 1 contract

Sources: Indenture (AST SpaceMobile, 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~~Article, at ~~such~~ the option of the Holder~~’s option~~, ~~to convert all~~ any Debenture or any portion ~~(if~~ of the ~~portion to be converted is $1,000~~ principal amount or thereof which is an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion: (1) on any Business Day if the Sale Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on and including the Trading Day before the date of surrender for conversion is more than 120% of the Conversion Price in effect on such preceding Trading Day; (2) during any period in which (i) the credit ratings assigned to the Debentures by either ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Rating Services is lower than Ba1 or BB, respectively, or (ii) the credit rating assigned to the Debentures is suspended or withdrawn by either rating agency; (3) if the Company has called the Debentures for redemption; or (4) upon the occurrence of the corporate transactions specified in paragraph (b) of this Section 10. 1. The Company shall determine on a daily basis whether the Debentures shall be convertible as a result of the occurrence of an event specified in clause (1) above and, if the Debentures shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the Debentures shall become convertible pursuant to Section 10.1, the Company or, at the Company's written request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 12.2, and the Company shall also publicly announce such information and publish it on the Company's website. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. (b) In addition, in the event that: (1) (A) the Company elects to distribute to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days after the Record Date of such distribution) to subscribe for or purchase shares of Common Stock, at a price per share less than the Sale Price of the Common Stock on the Trading Day immediately preceding the announcement of such distribution, (B) the Company elects to distribute to all holders of its shares of Common Stock cash or other assets, debt securities or rights or warrants to purchase its securities, where the Fair Market Value (as determined by the Board of Directors) of such ~~Note~~ distribution per share of Common Stock exceeds 10% of the Sale Price of a share of Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, or (C) a Change in Control occurs but Holders of Debentures do not have the right to require the Company to purchase their Debentures as a result of such Change in Control because either (i) ~~subject to satisfaction~~ the Sale Price of the ~~conditions~~ Common Stock for specified periods (as described in ~~Section 14.01(b)~~the definition of Change in Control) exceeds the levels specified in the definition of Change in Control or (ii) the consideration received in such Change in Control consists of Capital Stock that is freely tradeable and the Debentures become convertible into that Capital Stock as specified in the definition of Change in Control, then, in each case, the Debentures may be surrendered for conversion at any time on or after the date that the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Time (as defined below) for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the Change in Control, in the case of (C), until either (x) the earlier of the close of business on the Business Day immediately preceding ~~June 15~~the Ex-Dividend Time and the date the Company announces that such distribution will not take place, ~~2030 under~~ in the ~~circumstances and during~~ case of (A) or (B), or (y) 30 days after the ~~periods~~ Company's delivery of the Change in Control Purchase Notice, in the case of (C); or (2) the Company is party to a consolidation, merger, binding share exchange or transfer or lease of all or substantially all of its assets pursuant to which the shares of Common Stock would be converted into, or into the right to receive, cash, securities or other property as set forth in Section ~~14.01(b)~~10.4 hereof, ~~and (ii) regardless of~~ then 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) (i) Prior to the close of business on the Business Day immediately preceding June 15, 2030, a Holder Debentures may ~~surrender all or any portion of its Notes~~ be surrendered for conversion at any time ~~during~~ from and after the ~~five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in~~ date 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”). 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 is 15 days prior to the ~~Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected~~ date announced by the Company ~~pursuant to~~ as 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 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 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 anticipated effective 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 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 on each Trading Day of such ~~failure. If~~ transaction until 15 days after the Trading Price Condition 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 actual effective date 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 mettransaction.

Appears in 1 contract

Sources: Indenture (Gtech Holdings Corp)

Appears in 1 contract

Sources: Indenture (Allscripts Healthcare Solutions, Inc.)

Appears in 1 contract

Sources: Indenture (Sea LTD)

Appears in 1 contract

Sources: Indenture (MICROSTRATEGY Inc)

Appears in 1 contract

Sources: Indenture (Integer Holdings Corp)

Appears in 1 contract

Sources: Indenture (MP Materials Corp. / DE)

Appears in 1 contract

Sources: Indenture (Integrated Device Technology Inc)

Appears in 1 contract

Sources: Indenture (Cutera Inc)

Appears in 1 contract

Sources: Indenture (Monster Worldwide, Inc.)

Appears in 1 contract

Sources: Exchange and Investment Agreement (Nikola Corp)

Appears in 1 contract

Sources: Indenture (Alteryx, Inc.)

Appears in 1 contract

Sources: Indenture (Chegg, Inc)

Appears in 1 contract

Sources: Indenture (PTC Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (Western Digital Corp)

Appears in 1 contract

Sources: Indenture (LendingTree, Inc.)

Appears in 1 contract

Sources: Indenture (Evergy, Inc.)

Appears in 1 contract

Sources: Indenture (Granite Construction 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~~ January 15, ~~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~~ at any time during the period from, and including, January 15, ~~2030 and prior~~ 2024 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~~ 82.4572 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~~ January 15, ~~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~~ 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 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 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) 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: Indenture (Gannett Co., Inc.)

Appears in 1 contract

Sources: Indenture (Boingo Wireless Inc)

Appears in 1 contract

Sources: First Supplemental Indenture (iQIYI, Inc.)

Appears in 1 contract

Sources: Indenture (Esperion Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (Enphase Energy, Inc.)

Appears in 1 contract

Sources: Indenture (Nikola Corp)

Appears in 1 contract

Sources: Indenture (Wayfair Inc.)

Appears in 1 contract

Sources: Indenture (Affirm Holdings, Inc.)

Appears in 1 contract

Sources: Indenture (Rapid7, Inc.)

Appears in 1 contract

Sources: Indenture (8x8 Inc /De/)

Appears in 1 contract

Sources: Indenture (Cutera Inc)

Appears in 1 contract

Sources: Indenture (Kosmos Energy Ltd.)

Appears in 1 contract

Sources: Indenture (Brookdale Senior Living Inc.)

Appears in 1 contract

Sources: Indenture (Wayfair 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 $1,000 thereafter) 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 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~~ at any time during the period from, and including, March 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~~ 33.1609 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, 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,~~ 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~~ ). The Bid Solicitation Agent shall furnish the Company with the Trading ~~Day~~Price it obtained and the Company shall make any necessary determination as to whether the Trading Price condition set forth above has been met. 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~~ ). The Company ~~nor~~ shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” (ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2030, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants 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, 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 Trustee) at least 45 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, even if the Notes are not otherwise convertible at such time. (iii) If, at any time, 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, 2030, 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 consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets that occurs prior to the close of business on the Business Day immediately preceding March 15, 2030, 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 date that is 30 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the earlier of (x) the Business Day after the Company gives notice of such transaction and (y) the actual effective date of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date (or, in each case, if earlier, until the Company’s announcement that such transaction or event will not take place). The Company shall ~~be required to solicit bids again until another qualifying request is made as provided above. Neither~~ notify Holders, the Trustee ~~nor~~ and the Conversion Agent ~~shall~~ (if other than the Trustee) (x) as promptly as practicable following the date the Company publicly announces such transaction, but in no event less than 30 Scheduled Trading Days prior to the anticipated effective date of such transaction or (y) if the Company does not have knowledge of such transaction at least 30 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction but in no event later than the actual effective date of such transaction. (iv) Prior to the close of business on the Business Day immediately preceding March 15, 2030, a Holder may surrender all or any ~~duty~~ portion of its Notes for conversion at any time during any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending on December 31, 2023, 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 ~~determine or verify~~ 130% of the Conversion Price on each applicable Trading Day. The Conversion Agent, on behalf of the Company~~’s determination~~ , shall determine at the beginning of each fiscal quarter commencing after December 31, 2023 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and 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, then a Holder may surrender all or any portion of its Notes that have been called for redemption for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes that have been called for redemption until the Redemption Price ~~Condition~~ has been ~~met~~paid or duly provided for.

Appears in 1 contract

Sources: Indenture (Vishay Intertechnology Inc)

Conversion Privilege. (a) Subject to the conditions described in clause (i), (ii), and (iii) below, and upon compliance with the provisions of this Article 14XIII, ~~each Holder of~~ a ~~Note~~ Noteholder shall have the right, at such ~~Holder~~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; provided that the remaining principal amount of any Note so converted is $2,000 or an integral multiple of $1,000 in excess 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~~ July 15, ~~2030~~ 2020 at a rate (the “Conversion Rate”) of 10.8470 shares of Common Stock (subject to adjustment by the Company as provided in Section 13.04 and Section 13.01(e)) per $1,000 principal amount Note (the “Conversion Obligation”) under the circumstances and during the periods set forth ~~in Section 14.01(b)~~below. On and after July 15, ~~and (ii)~~ 2020, regardless of the conditions described in ~~Section 14.01(b~~clause (i), on (ii) and (iii) below, and upon compliance with the provisions of this Article XIII, a Noteholder shall have the right, at such holder’s option, to convert all or ~~after June 15, 2030 and~~ any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof; provided that the remaining principal amount of any Note so converted is $2,000 or an integral multiple of $1,000 in excess thereof) of such Note at any time 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) (~~i) ~~Prior~~ The Notes shall be convertible prior to the close of business on the Business Day immediately ~~preceding June~~ prior to July 15, ~~2030~~2020, ~~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~~ day of ~~the~~ such Measurement Period was less than 98% of the product of the Last Reported Sale 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. 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 eachAgent. 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 to determine the Trading Price ~~per $1,000 principal amount~~ of ~~Notes)~~ the Notes unless requested by the Company to do so in writing. The Company shall have no obligation to make such a determination unless a ~~Holder~~ Noteholder 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 the Notes ~~on any Trading Day~~ would be less than 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price ~~of the Common Stock on~~ at 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~~time, at which time the Company shall instruct the Bid Solicitation Agent ~~in writing (if other than~~ 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~~ Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~$1,000 principal amount of Notes~~ Note is greater than or equal to 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) 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 on 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 on each Trading Day of such failuredate. 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~~Noteholders. 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 (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price on such date, the Company shall so notify the Noteholders. (ii) The Notes shall be convertible prior to the close of business on the Business Day immediately prior to July 15, 2020, during any calendar quarter after the calendar quarter ending December 29, 2013, if the Last Reported Sale Price of the Common Stock for twenty (20) or more Trading Days (whether or not consecutive) in a period of thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter exceeds 130% of the applicable Conversion Price in effect on the last Trading Day of the immediately preceding calendar quarter. (iii) The Notes shall be convertible prior to the close of business on the Business Day immediately prior to July 15, 2020 as provided in Section 13.01(b), Section 13.01(c) and Section 13.01(d). (b) In the event that the Company elects to: (i) distribute to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of public announcement of such distribution; or (ii) distribute to all or substantially all holders of Common Stock assets or debt securities of the Company or rights to purchase the Company’s securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 10% of the Last Reported Sale Price of the Common Stock on the day immediately preceding the declaration date of such distribution, then, in either case, holders may surrender the Notes for conversion at any time on and after the date that the Company provides notice to holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify holders of any distribution referred to in either clause (i) or clause (ii) above and of the resulting conversion right no later than the 25th Scheduled Trading Day prior to the Ex-Dividend Date for such distribution. Holders may not exercise this right if such Holder participates in the distribution without conversion. (c) If the Company consolidates with or merges with or into another Person or is a party to a binding share exchange or conveys, transfers, sells, leases or otherwise disposes of all or substantially all of its properties and assets in each case pursuant to which the Common Stock would be converted into cash, securities and/or other property, then the holders shall have the right to convert Notes at any time beginning fifteen calendar days prior to the date that is the actual effective date of the transaction and until and including the date that is fifteen calendar days after the effective date of such transaction; provided such transaction does not otherwise constitute a Designated Event to which the provisions of Section 13.01(d) shall apply. The Company will notify holders of Notes at least 20 calendar days prior to the anticipated effective date of such transaction. The Board of Directors shall determine the anticipated effective date of the transaction, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company and posted on its web site not later than two Business Day prior to such 15th day. (d) If the Company is a party to any transaction or event that constitutes a Designated Event, a holder may surrender Notes for conversion at any time from and after the 30th Scheduled Trading Day prior to the anticipated effective date of such transaction or event until the related Designated Event Repurchase Date and, upon such surrender, if such Designated Event also constitutes a Fundamental Change, the holder shall be entitled to the increase in the Conversion Rate, if any, specified in Section 13.01(e). The Company shall give notice in writing to all Noteholders and the Trustee of the Designated Event no later than 35 Scheduled Trading Days prior to the anticipated effective date of the Designated Event. (i) If a Noteholder elects to convert Notes in connection with a Fundamental Change that occurs prior to October 15, 2020, the Conversion Rate applicable to each $1,000 principal amount of Notes so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that no increase will be made in the case of Fundamental Change if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such ~~Trading Day~~Fundamental Change transaction consists of shares of capital stock traded on the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or that will be so traded or quoted immediately following the transaction) and, as a result of such transaction or transactions, the Notes become convertible solely into such common stock. Settlement of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 13.02(d) below. The Company shall so notify ~~the Holders~~ Noteholders of the ~~Notes~~occurrence of a Fundamental Change and issue a press release no later than 30 Scheduled Trading Days prior to the anticipated Effective Date of such transaction. For purposes of this Section 13.01(e), 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) a conversion shall be ~~required~~ deemed to ~~solicit bids again until another qualifying request~~ be “in connection” with a Fundamental Change to the extent that such conversion is ~~made as provided above. Neither~~ effected during the ~~Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination~~ time period specified in Section 13.01(d) (regardless of whether the ~~Trading~~ provisions of clause (a)(i), (a)(ii), (b) or (c) of this Section 13.01 shall apply to such conversion). (ii) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”), and the Stock Price; provided that if the actual Stock Price ~~Condition has been met~~is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined 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 two nearest Effective Dates, as applicable, based on a 365-day year; provided, further, that if (1) the Stock Price is greater than $300.00 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 13.01(e)(iii)), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $68.29 per share (subject to adjustment in the same manner as set forth in Section 13.01(e)(iii)), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the Conversion Rate including such Additional Shares exceed 14.6434 shares of Common Stock per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 13.04). (iii) The Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted by the Company as of any date on which the Conversion Rate of the Notes is adjusted. 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 in effect 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 within the table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.04 (other than by operation of an adjustment to the Conversion Rate by adding Additional Shares).

Appears in 1 contract

Sources: Indenture (Sandisk Corp)

Appears in 1 contract

Sources: Indenture (ADESTO TECHNOLOGIES Corp)

Appears in 1 contract

Sources: Indenture (Sarepta Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (WisdomTree, Inc.)

Appears in 1 contract

Sources: Indenture (Lantheus Holdings, 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~~ September 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~~ September 15, ~~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~~ 76.5404 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~~ September 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 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”). 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~~ 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~~ at which time the Company shall (i) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation ~~Agent, at which time the Company shall~~ Agent and (ii) 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, in each case, 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~~ obtain such ~~solicitation~~ bids 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 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 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. (i) If, prior to the close of business on the Business Day immediately preceding September 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 so long as such rights have not separated from the shares of 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, the Company’s securities (other than the Common Stock) or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company in good faith and in a commercially reasonable manner, 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 32 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or 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 we become 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 issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place (or in the case of a separation or triggering event, until the 20th Trading Day following the date of the Company’s notice), in each case, even if the Notes are not otherwise convertible at such time. Notwithstanding the foregoing, Holders of the Notes may not convert their Notes pursuant to this provision 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 above 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. (ii) 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 September 15, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (II) 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 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, 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 after the effective date for such Corporate Event until the earlier of (x) 35 Trading Days after the actual effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the Business Day immediately preceding September 15, 2026. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing no later than the actual effective date of such Corporate Event. (iii) Prior to the close of business on the Business Day immediately preceding September 15, 2026, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (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, 2021 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee, Conversion Agent (if other than the Trustee) and the Holders thereof. Neither the Trustee nor any agent of the ~~Conversion Agent~~ Company shall have any ~~duty~~ obligation to monitor the price of the Common Stock, make any calculation or determine whether the Notes may be surrendered for conversion or ~~verify~~ notify the Company, the Depositary, the Custodian or any holders of the securities if the securities have become convertible. (iv) If the Company calls any or all of the Notes for Optional Redemption prior to the close of business on the Business Day immediately preceding September 15, 2026, then Holders may convert all or any portion of their Notes called for Optional Redemption at any time during the related Redemption Period, even if such Notes are not otherwise convertible at such time. After that time, the right to convert such Notes on account of the Company’s ~~determination~~ delivery of a Redemption Notice shall expire. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption as set forth in Article 16 and the Holder of any Note (including, for this purpose, the owner of a beneficial interest in a Global Note) is reasonably not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether the ~~Trading Price Condition has been met~~Notes owned by such Holder (or beneficially owned by such owner of a beneficial interest, as applicable) are subject to such partial Optional Redemption (and, as a result thereof, convertible in accordance with the provisions of this Section 14.01(b)(v)), then such Holder or such owner, as applicable, shall be entitled to convert such Notes (or such beneficial interests, as applicable) at any time during the relevant Redemption Period. Any such conversion will be deemed to be of a Note called for Optional Redemption for purposes of Section 14.03, subject to applicable procedures of the Depositary. The Trustee shall not be obligated to make any determination in connection with this Section 14.01(b)(v).

Appears in 1 contract

Sources: Indenture (Zynga Inc)

Appears in 1 contract

Sources: Indenture (MICROSTRATEGY Inc)

Appears in 1 contract

Sources: Indenture (Etsy Inc)

Appears in 1 contract

Sources: Indenture (Teladoc Health, Inc.)

Appears in 1 contract

Sources: Indenture (Zillow Group, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIV, 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 in a minimum denomination 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~~August 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~~August 1, ~~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 shares of Common Stock~~ 0.6944 Class A Shares (subject to adjustment as provided in this Article 14XIV, 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~~August 1, ~~2030~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the ~~five~~ ten 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 on each such Trading Day~~ Class A Shares 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~~ If the Company is not acting as the 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 (~~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 where the Company is ~~acting as~~ the 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~~ Class A Shares and the Conversion ~~Rate on such Trading Day~~Rate, ~~and~~ at which time, if the Company ~~shall instruct the three independent nationally recognized securities dealers to deliver bids to~~ is not 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 or, if the Company is ~~acting as~~ the 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 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 the 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,~~ determination or (y) if the Company is acting as the 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~~ Class A 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~~following a request as described above, 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~~following a request as described above, the Trading Price ~~per $1,000 principal amount of Notes is greater than or equal~~ condition set forth above ceases to ~~98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day~~be met, 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~~ condition set forth above is no longer ~~met~~ met, and thereafter neither the Company nor the Bid Solicitation Agent ~~(if other than the Company)~~ shall be required to solicit further bids ~~again~~ until ~~another qualifying~~ a new Holder 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 (Shopify Inc.)

Appears in 1 contract

Sources: Indenture (Amphastar Pharmaceuticals, Inc.)

Appears in 1 contract

Sources: Indenture (Ionis Pharmaceuticals Inc)

Appears in 1 contract

Sources: Indenture (Revance Therapeutics, Inc.)

Appears in 1 contract

Sources: Indenture (Broadsoft, Inc.)

Appears in 1 contract

Sources: Indenture (Impinj 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~~August 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~~ ‎Section 14.01(b), on or after ~~June 15~~August 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~~ 17.4662 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”). The Trustee shall have no obligation to make any determination as to whether any of the conditions described in ‎Section 14.01(b) have been satisfied. ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June 15~~August 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 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. Neither~~ in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding August 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 ~~shall have~~ (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 ~~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 August 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) 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 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 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 August 1, 2029, 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 March 31, 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 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 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 will 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 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 (Omnicell, Inc.)

Appears in 1 contract

Sources: Indenture (Repligen Corp)

Appears in 1 contract

Sources: Indenture (Blackline, Inc.)

Common use of Conversion Privilege Clause in Contracts