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 November 15, 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures. (b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 4 contracts
Sources: First Supplemental Indenture (Intercept Pharmaceuticals, Inc.), Exchange Agreement (Intercept Pharmaceuticals, Inc.), Subscription Agreement (Intercept Pharmaceuticals, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each A Holder of a Note shall have the right, at such Holder’s option, to may 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 on or prior to the close Close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity DateDate upon the occurrence of any of the events set forth in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes, subject to the provisions of this Article 10. Except as set forth below under Section 10.01(c) and in Section 10.11 and Section 10.12, if a Holder surrenders its Notes for conversion, such Holder will receive, in respect of each case$1,000 of principal amount of Notes to be converted:
(i) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value (the “Required Cash Amount”), at an initial conversion rate and
(ii) if the Conversion Value is greater than $1,000, a number of 47.7612 shares of Common Stock (the “Remaining Shares”), equal to the sum of the Daily Share Amounts for each of the twenty consecutive Trading Days in the Conversion Reference Period, subject to the right of the Company to deliver Cash in lieu of all or a portion of such Remaining Shares as described below.
(b) By the Close of Business on the Business Day prior to the first scheduled Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in Cash (the “Cash Percentage”) and will notify the Noteholder of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). If the Company elects to specify a Cash Percentage, (x) the amount of Cash that the Company will deliver pursuant to clause (b) of this Section 10.01 in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day, and (iii) the Volume Weighted Average Price of the Common Stock for such Trading Day and (y) the number of shares of Common Stock deliverable in respect of each Business Day in the applicable Conversion Reference Period (in lieu of the full Daily Share Amount for such Trading Day pursuant to clause (b) above) will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the Close of Business on the Trading Day prior to the first -44- scheduled Trading Day of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company will pay Cash in lieu of fractional shares otherwise issuable upon conversion of such Note, pursuant to Section 10.03 hereof. The Company may, at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the Close of Business on the Business Day prior to the scheduled first Trading Day of the applicable Conversion Reference Period.
(c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver shares in connection with any conversion of Notes if to do so would constitute a violation of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, any foreign antitrust requirements or any similar laws ("Antitrust Laws") and, to the extent the Company has elected to settle the Conversion Value in excess of the Required Cash Amount in shares (or is required to do so because it has not made any election to the contrary), the Company may defer delivery of the Remaining Shares until permitted under such laws (although such shares will be delivered promptly to the maximum extent permitted) and for avoidance of doubt, in no such event shall the Company be required to deliver cash in lieu of the Remaining Shares. In this regard, in the event of any conversion by any Initial Purchaser or any Sponsor Purchaser while there is an Affiliate or representative of any Initial Purchaser or any Sponsor Purchaser on the Board of Directors or, in any event, prior to the Designee Termination Date (as defined in the Note Purchase Agreement), in connection with and prior to such conversion, such Person will either (i) certify to the Company that no filings or clearances are required under Antitrust Laws and delivery of shares issued upon such conversion would not violate any Antitrust Laws (and, if requested, provide reasonably detailed information supporting such determination), or (ii) certify that such filings or clearances are required, in which case such Person and the Company will provide reasonable cooperation with one another in connection with the making of such filings and obtaining of such clearances and such Person shall acknowledge that the Remaining Shares (or such portion of the Remaining Shares as to which restrictions under Antitrust Laws are applicable) shall not be required to be delivered until such time as all such filings have been made and such clearances obtained (including the expiration of any applicable waiting periods) or are no longer required. For purposes of the foregoing certifications, it will be assumed that the maximum number of Remaining Shares of Common Stock deliverable upon conversion of the Notes would be delivered. In connection with a certification pursuant to clause (i), such certification may be based on an irrevocable commitment to sell immediately upon receipt (which will be deemed satisfied if same day) a sufficient number of shares of Common Stock such that no filings or clearances are required under applicable Antitrust Laws in connection with the conversion of such Notes, provided, that if such commitment is the basis for such certification, such Person shall furnish reasonable evidence of such commitment in connection with such conversion and certification.
(d) A Holder may convert a portion of the principal amount of a Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note.
(e) In the event of a stock split, combination, dividend or any other event resulting in an adjustment to the Conversion Rate pursuant to Section 10.06, 10.07, 10.08, 10.09 or 10.10, during the applicable Conversion Reference Period, appropriate adjustment to the equation for calculating Conversion Value and Remaining Shares shall be made, as determined by the Board of Directors.
(f) Notes with respect to which a Fundamental Change Purchase Notice has been given by the Holder may be converted pursuant to this Article 10 only if the Fundamental Change Purchase Notice has been withdrawn in accordance with Section 3.02.
(g) Whenever any event described in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes shall occur such that the Notes become convertible as provided in this Article 1410, 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) Company shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, issue a press release and the Issuer does not instruct the Bid Solicitation Agent use its reasonable efforts to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, post such information on its website or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, otherwise publicly disclose this information or (y) promptly deliver, in accordance with Section 12.03, written notice of the Issuer is acting convertibility of the Notes to the Trustee and each Noteholder and to the Conversion Agent for the benefit of the Noteholders, which press release, website posting, public disclosure or written notice, as Bid Solicitation Agent and the Issuer fails to make case may be, shall include:
(i) a description of such determination when obligated event;
(ii) a description of the periods during which the Notes shall be convertible as provided in the preceding sentenceparagraph 7(a), thenparagraph 7(b), in either caseparagraph 7(c), the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% paragraph 7(d) or paragraph 7(e) of the product Notes as a result of the Last Reported Sale Price such event;
(iii) a statement of the Common Stock and whether an adjustment to the Conversion Rate on each Trading Day of such failure. If shall take
(iv) the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of procedures Noteholders must follow to convert their 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).in
Appears in 2 contracts
Sources: Indenture (Sun Microsystems, Inc.), Indenture (Sun Microsystems, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, including without limitation Section 14.12, 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 $1.00 if PIK Interest has been paid) or an integral multiple of $1.00 in excess thereof) of such Note 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 November 15May 30, 2025 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 November 15May 30, 2025 and 2030, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 29.73507 shares of Class A Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15May 30, 20252030, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount (or $1.00 if PIK Interest has been paid) or an integral multiple of $1.00 in excess thereof) for conversion at any time during the five Business Day period immediately after any five 10 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 Holders of at least $1,000,000 principal amount of Notes a Holder in accordance with the procedures described below in 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 Class A Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 Class A Common Stock and the Conversion Rate on each such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
(C) If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct the Bid Solicitation Agent to obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and it fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failure.
Appears in 2 contracts
Sources: Indenture (DISH Network CORP), Indenture (SNR Wireless LicenseCo, LLC)
Conversion Privilege. (a) Subject to the conditions described in clauses (b) through (f) below and to Section 8.11 hereof, and upon compliance with the provisions of this Article 14VIII, each a Holder of a Note Notes 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 scheduled Trading Day immediately preceding November February 15, 2025 2013 at a rate (the “Conversion Rate”) of 13.1203 Common Shares (subject to adjustment by the Company as provided in Section 8.04) per $1,000 principal amount of Notes (the “Conversion Obligation”) under the circumstances and during the periods set forth in Section 14.01(b)below. On and after February 15, and (ii) 2013, regardless of the conditions described in clause (b) through (f) below, upon compliance with the provisions of this Article VIII and subject to Section 14.01(b)8.11 hereof, on a Noteholder shall have the right, at such holder’s option, to convert all or after November 15, 2025 and any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at any time prior to the close of business on the Business scheduled Trading Day immediately preceding the Maturity Date, in each case, Date at an initial conversion rate a Conversion Rate of 47.7612 shares of 13.1203 Common Stock Shares (subject to adjustment by the Company as provided in this Article 14, the “Conversion Rate”Section 8.04) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable proceduresNotes.
(b1) (i) Prior A Holder of Notes shall have the right, at such Holder’s option, to the close of business on the Business Day immediately preceding November convert its Notes prior to February 15, 20252013, 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 Holders of at least $1,000,000 principal amount 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 Shares on such date and the Conversion Rate on each such Trading Day. The Trading Prices shall be date, all as determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and Trustee in the definition of Trading Price set forth manner described in this Supplemental Indenturethe immediately succeeding paragraph. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Issuer has requested such determinationCompany to do so in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Noteholder or Noteholders of at least $1,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock at such time and the then- applicable Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall select three independent nationally recognized securities dealers (each, an “Independent Securities Dealer”), request that the Independent Securities Dealers provide a secondary market quotation for the Notes and provide such determination to the Company and the Trustee in writing, and the Company shall instruct the Bid Solicitation Agent (if other than Independent Securities Dealers to provide a secondary market quotation for the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock on such date and the then-applicable Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Noteholders. If, If at any time after the Trading Price 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 on such date and the then-applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders Noteholders.
(2) Any request by the Company to the Trustee for a determination of the Trading Price and whether the Trading Price condition set forth in the first sentence of the immediately preceding paragraph has been met shall be accompanied by an Officers’ Certificate setting forth, for each day of determination (as identified in such Certificate), the name of the Independent Securities Dealers providing the secondary market bid quotations, a statement certifying that that such dealers are “Independent Securities Dealers” as required in this Section 8.01, the secondary market bid quotations obtained from such Independent Securities Dealers (a copy of which will be attached to such Officers’ Certificate), the Company’s calculation of the Trading Price for such date. The Trustee shall be entitled to conclusively rely, without independent verification, on the quotations provided by the Company in making its determinations hereunder. On the basis of such quotations, the Trustee shall determine the Trading Price of the Notes, and provide such determination to the Company. Absent manifest error, the Trustee’s determination of the Trading Price will be binding on the Company. Unless and until a Responsible Officer of the Trustee shall have received a request from the Company for determination of the Trading Price for the Notes and the Officers’ Certificate contemplated herein, the Trustee shall have no obligation to make any determination of the Trading Price of the Notes or whether the Trading Price condition has been met.
(c) A Holder of Notes shall have the right, at such Holder’s option, to convert Notes during any calendar quarter after the quarter ended June 30, 2008, and only during such calendar quarter, if the Last Reported Sale Price for the Common Shares for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the previous calendar quarter exceeds 130% of the Conversion Price (the “Conversion Trigger Price”) on such last Trading Day, which Conversion Price shall be subject to adjustment in accordance with this Article VIII. The Conversion Agent shall, on the Company’s behalf, determine at the beginning of each calendar quarter whether the Notes are convertible as a result of the price of Common Shares as contemplated in the previous sentence and notify the Company and the Trustee.
(d) In the event that the Company has delivered a notice of redemption in accordance with Section 1104 of the Base Indenture and Section 3.03 of this Sixth Supplemental Indenture to the Holders of Notes, a Holder of Notes may convert Notes at any time prior to the close of business on the second Business Day immediately preceding the corresponding Redemption Date; provided, however, that a Holder who has already delivered a Fundamental Change Repurchase Notice with respect to a Note may not convert such Note until the Holder has withdrawn the Fundamental Change Repurchase Notice in accordance with the terms of the Note and this Sixth Supplemental Indenture.
(e) (i) In the event that the Company elects to:
(A) distribute to all or substantially all holders of Common Shares rights entitling them to purchase, for a period expiring within 60 days, Common Shares at a price less than the Last Reported Sale Price of the Common Shares for the Trading Day immediately preceding the declaration date of such distribution; or
(B) distribute to all or substantially all holders of Common Shares, 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 Trustees) exceeding 15% of the Last Reported Sale Price of the Common Shares on the day immediately preceding the date of declaration 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 (A) or clause (B) above and of the resulting conversion right no later than the 35th Business Day prior to the Ex-Dividend Date for such distribution.
(ii) If the Company is a party to any transaction or event that constitutes a Fundamental Change, 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 Fundamental Change Repurchase Date and, upon such surrender, the Holder shall be entitled to the increase in the Conversion Rate, if any, specified in Section 8.01(g). The Company shall give notice to all record Noteholders and the Trustee and issue a press release of the Fundamental Change no later than 30 scheduled Trading Days prior to the anticipated effective date of the Fundamental Change.
(iii) If the Company is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its properties and assets, in each case pursuant to which the Common Shares 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 announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided such transaction does not otherwise constitute a Fundamental Change to which the provisions of Section 8.01(e)(ii) shall apply. The Company shall give notice to all record Noteholders and the Trustee and issue a press release at least 20 calendar days prior to the anticipated effective date of such transaction. If the Board of Trustees determines the anticipated effective date of the transaction, such determination shall be conclusive and binding on the Holders.
(f) The Notes shall be convertible at any time beginning on the first Business Day after any 30 consecutive Trading Day period during which Common Shares are not listed on either a U.S. national securities exchange.
(1) If a Noteholder elects to convert Notes in connection with a Fundamental Change that occurs prior to May 20, 2013, the Conversion Agent Rate applicable to each $1,000 principal amount of Notes so converted shall be increased by an additional number of Common Shares (the “Additional Shares”) as described below. 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 8.02 below, as applicable. For purposes of this Section 8.01(g), a conversion shall be deemed to be “in connection with” a Fundamental Change to the extent that the related conversion notice is delivered during the time period beginning on the 30th Trading Day prior to the anticipated Effective Date of such Fundamental Change and ending on the related Fundamental Change Repurchase Date, inclusive (regardless of whether the provisions of clauses (b), (c), (d), (e) or (f) of this Section 8.01 shall apply to such conversion). Such conversion notice shall indicate that the Holder of Notes has elected to convert Notes in connection with a Fundamental Change; provided, however, that the failure to so indicate shall not in any way affect the Conversion Obligation or the right of such Holder to receive Additional Shares in connection with such conversion.
(i) 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 Stock Price 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 $120.00 per Common Share (subject to adjustment in the same manner as set forth in Section 8.04), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $62.86 per Common Share (subject to adjustment in the same manner as set forth in Section 8.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of Common Shares issuable upon conversion exceed 15.9083 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in clauses (a), (b) and (c) of Section 8.04).
(ii) The Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted 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 8.04 (other than by operation of an adjustment to the TrusteeConversion Rate by adding Additional Shares).
Appears in 2 contracts
Sources: Indenture (Prologis), Sixth Supplemental Indenture (Prologis)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each a 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), Holder’s Notes at any time prior to the close Close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, upon the occurrence of any of the events set forth in each caseclauses (i) through (vii) of Section 10.01(b), at an initial conversion rate of 47.7612 shares of Common Stock a Conversion Rate (subject to adjustment as provided in this Article 14, the “Conversion Rate”) of 105.2632 shares of Common Stock per $1,000 principal amount of Notes (subject to, and in accordance withNotes. Upon conversion of any Notes, the settlement provisions Company shall deliver to the converting Holder Cash up to the aggregate principal amount of Notes to be converted and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted, as described in Section 14.02, 10.03 and subject to adjustment as set forth in this Article 10 (the Company’s obligation to deliver such consideration being herein called the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior A Holder may convert its Notes prior to the close Close of business Business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder may surrender all or upon the occurrence of any portion of its Notes for conversion the events set forth below:
(i) during any calendar quarter commencing at any time after September 30, 2011, and only during such calendar quarter, if the Closing Price of Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter exceeds the Conversion Trigger Price (as defined in Section 10.01(c)) on the last Trading Day of such preceding calendar quarter;
(ii) 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 Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period during that five-day period was less than 98% of the product of the Last Reported Sale Closing Price of the Common Stock and the then Applicable Conversion Rate for the Notes on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the Bid Solicitation Agent pursuant procedures and conditions described in Section 10.01(d) concerning the Trustee’s obligation to this subsection (b)(i) and the definition of make a Trading Price determination (the “Trading Price Condition”);
(iii) if the Company elects to distribute to all holders of Common Stock rights, options or warrants entitling all holders of Common Stock to subscribe for or purchase Common Stock, for a period expiring within 60 days after the record date for such distribution, at less than the average of the Closing Prices of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the first public announcement of such distribution, during the period beginning on, and including, the date the Company provides notice to Holders of such distribution as set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the IssuerSection 10.01(e) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for eachand ending on, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agentincluding, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount earlier of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, Close of Business on the Business Day prior to the Ex-Date for such distribution and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and Company’s announcement that such distribution will not take place;
(iv) if the Issuer fails Company elects to make distribute to all holders of Common Stock Cash, debt securities (or other evidence of indebtedness) or other assets (excluding dividends or distributions described in Section 10.07(a)), which distribution, together with all other such determination when obligated as provided in distributions within the preceding sentencetwelve months, thenhas a per share value, in either caseas determined by the Board of Directors, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98exceeding 15% of the product average of the Last Reported Sale Price Closing Prices of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the first public announcement of such distribution, during the period beginning on, and including, the date the Company provides notice to Holders of such distribution as set forth in Section 10.01(e) and ending on, and including, the earlier of (x) the Close of Business on the Business Day prior to the Ex-Date for such distribution and (y) the Company’s announcement that such distribution will not take place;
(v) if a Termination of Trading occurs, during the period from, and including, the earlier of (i) the date the applicable securities exchange announces that a Termination of Trading will occur and (ii) the effective date of the Termination of Trading, to, and including, the related Repurchase Date;
(vi) if a Make-Whole Change in Control that does not constitute a Change in Control occurs or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s assets, pursuant to which Common Stock would be converted into Cash, securities or other assets, during the period from, and including, the Conversion Rate on each date that is 25 Business Days prior to the anticipated effective date of the transaction, to, and including, the date that is 35 Trading Day Days after the actual effective date of such failure. If transaction;
(vii) if a Change of Control occurs, during the Trading Price condition set forth above has been metperiod from, and including, the Issuer shall so notify date that is 25 Business Days prior to the Holdersanticipated effective date of the transaction, to, and including, the Trustee and the Conversion Agent related Repurchase Date;
(if other than the Trustee). Ifviii) for Notes that have been called for redemption, at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date, even if the Notes are not otherwise convertible at such time; or
(ix) at any time on or after May 1, 2031 until the Trading Price condition set forth above has been met, Close of Business on the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of Business Day immediately preceding the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Maturity Date.
Appears in 2 contracts
Sources: Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each A Holder of a Note shall have the right, at such Holder’s option, to may 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 on or prior to the close Close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity DateDate upon the occurrence of any of the events set forth in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes, subject to the provisions of this Article 10. Except as set forth below under Section 10.11, if a Holder surrenders its Notes for conversion, such Holder will receive, in respect of each case$1,000 of principal amount of Notes to be converted:
(a) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value (the “Required Cash Amount”), at an initial conversion rate and
(b) if the Conversion Value is greater than $1,000, a number of 47.7612 shares of Common Stock (the “Remaining Shares”), equal to the sum of the Daily Share Amounts for each of the twenty consecutive Trading Days in the Conversion Reference Period, subject to the right of the Company to deliver Cash in lieu of all or a portion of such Remaining Shares as described below. By the Close of Business on the Business Day prior to the first scheduled Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in Cash (the “Cash Percentage”) and will notify the Noteholder of such Cash Percentage through written notice to the Trustee (the “Cash Percentage Notice”). If the Company elects to specify a Cash Percentage, (x) the amount of Cash that the Company will deliver pursuant to clause (b) of this Section 10.01 in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (i) the Cash Percentage, (ii) the Daily Share Amount for such Trading Day, and (iii) the Volume Weighted Average Price of the Common Stock for such Trading Day and (y) the number of shares of Common Stock deliverable in respect of each Business Day in the applicable Conversion Reference Period (in lieu of the full Daily Share Amount for such Trading Day pursuant to clause (b) above) will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the Close of Business on the Trading Day prior to the first scheduled Trading Day of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company will pay Cash in lieu of fractional shares otherwise issuable upon conversion of such Note, pursuant to Section 10.03 hereof. The Company may, at its option, revoke any Cash Percentage Notice through written notice to the Trustee by the Close of Business on the Business Day prior to the scheduled first Trading Day of the applicable Conversion Reference Period.
(c) A Holder may convert a portion of the principal amount of a Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of a Note.
(d) In the event of a stock split, combination, dividend or any other event resulting in an adjustment to the Conversion Rate pursuant to Section 10.06, 10.07, 10.08, 10.09 or 10.10, during the applicable Conversion Reference Period, appropriate adjustment to the equation for calculating Conversion Value and Remaining Shares shall be made, as determined by the Board of Directors.
(e) Notes with respect to which a Change in Control Purchase Notice has been given by the Holder may be converted pursuant to this Article 10 only if the Change in Control Purchase Notice has been withdrawn in accordance with Section 3.02.
(f) Whenever any event described in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes shall occur such that the Notes become convertible as provided in this Article 1410, the “Conversion Rate”Company shall (x) per $1,000 principal amount of Notes issue a press release and use its reasonable efforts to post such information on its website or otherwise publicly disclose this information or (subject toy) promptly deliver, and in accordance withwith Section 12.03, written notice of the settlement provisions convertibility of Section 14.02, the “Conversion Obligation”). Neither Notes to the Trustee nor and each Noteholder and to the Conversion Agent (if other than for the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any benefit of the conditions described in Section 14.01(b) have been satisfied. If Noteholders, which press release, website posting, public disclosure or written notice, as the Notes are held by a Depositarycase may be, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.include:
(b) (i) Prior a description of such event;
(ii) a description of the periods during which the Notes shall be convertible as provided in paragraph 7(a), paragraph 7(b), paragraph 7(c), paragraph 7(d) or paragraph 7(e) of the Notes as a result of such event;
(iii) a statement of whether an adjustment to the close Conversion Rate shall take effect in respect of business on such event pursuant to Section 10.13; and
(iv) the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of procedures Noteholders must follow to convert their Notes in accordance with this subsection (b)(i)Article 10, for each Trading Day including the name and address of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 2 contracts
Sources: Indenture (Symantec Corp), Indenture (Symantec 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 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 November 15January 1, 2025 2022 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 November 15January 1, 2025 and 2022, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 38.7034 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252022, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures described below in 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At the Measurement Periodtime of such request, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
Appears in 2 contracts
Sources: Indenture (Open Text Corp), Indenture (Carbonite Inc)
Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 144 and paragraph 8 of the Securities, each a Holder of a Note Security may convert the principal amount of such Security (or a portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Applicable Stock at any time prior to the close of business on the Final Maturity Date only as follows:
(a) during any Conversion Period prior to August 1, 2010, if the Closing Price of the Applicable Stock for at least twenty (20) Trading Days in a period of thirty (30) consecutive Trading Days ending on the first day of such Conversion Period was more than 120% of the applicable Conversion Price on the first day of the Conversion Period;
(b) at any time after the Closing Price of the Applicable Stock on any date on or after August 1, 2010 through the close of business on the Final Maturity Date is more than 120% of the applicable Conversion Price (and, in such event, the Securities shall have be convertible into Applicable Stock at any time thereafter);
(c) during the rightfive (5) consecutive Business Day period following any five (5) consecutive Trading-Day period in which the average Trading Price for the Securities (as determined by the Trustee) for such five (5) Trading-Day period was less than 95% of the average Conversion Value for the Securities during that period; provided, however, that if, on the day prior to the Conversion Date, the Closing Price of the Applicable Stock is greater than 100% of the applicable Conversion Price and less than or equal to 120% of the applicable Conversion Price, a Security is surrendered for conversion and the Securities are not otherwise convertible, the Company may satisfy such conversion, at such Holder’s its option, in cash, Applicable Stock or a combination of cash and Applicable Stock with a value equal to convert all or any portion (if the portion principal amount of such Security to be converted (any such Applicable Stock so utilized to satisfy such conversion pursuant to this proviso will be valued at 100% of the average of the Closing Prices of the Applicable Stock for the ten Trading Days beginning on the third Trading Day following the Conversion Date);
(d) during any period in which the corporate credit rating assigned to the Company by Standard & Poor's is $1,000 principal amount lower than B- or an integral multiple thereof) of such Note is withdrawn; provided, however, that if ▇▇▇▇▇'▇ has assigned a corporate credit rating to the Company, then only during any period in which both (i) subject the corporate credit rating assigned to satisfaction of the conditions described Company by Standard & Poor's either is lower than B- or is withdrawn and (ii) the corporate credit rating assigned to the Company by ▇▇▇▇▇'▇ either is lower than B3 or is withdrawn;
(e) in Section 14.01(b)the event that the Company calls the Securities for redemption, at any time prior to the close of business on the Business Day immediately preceding November 15the Redemption Date;
(f) the Company becomes a party to a consolidation, 2025 under merger or binding share exchange pursuant to which all or substantially all of the circumstances Common Stock would be converted into cash, securities or other property, in which case a Holder may surrender Securities for conversion at any time from and during after the periods set forth in Section 14.01(b)date which is 15 days prior to the anticipated effective date for the transaction until 15 days after the actual effective date of such transaction; provided, however, that on the effective date of such transaction, the right of a Holder to convert a Security into Common Stock will change into a right to convert such Security into the kind and amount of cash, securities or other property that such Holder would have received if such Holder had converted such Security immediately prior to the transaction, or
(g) the Company elects to (i) distribute to all or substantially all holders of Common Stock assets, debt securities or Capital Stock of the Company, which distribution has a per share value as determined by the Board of Directors exceeding 5% of the Closing Price of a share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution, or (ii) distribute to all or substantially all holders of Common Stock rights, options or warrants entitling them to purchase shares of Common Stock at less than the Closing Price of Common Stock on the Trading Day immediately preceding the declaration date of the distribution. In the case of the foregoing clauses (i) and (ii) regardless ), the Company must notify the Holders at least 20 days immediately prior to the ex-dividend date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the conditions described in Section 14.01(b), close of business on or after November 15, 2025 and the Business Day immediately prior to the ex-dividend date or the Company's announcement that such distribution will not take place even if the Securities are not convertible at such time; provided, however, that a Holder may not exercise this right to convert if the Holder may participate in the distribution without conversion. As used herein, the term "ex dividend date" or "ex-date" when used with respect to any issuance or distribution, shall mean the first date upon which a sale of shares of Common Stock does not automatically transfer the right to receive the relevant dividend from the seller of such Common Stock to its buyer. Notwithstanding the foregoing, if such Security is submitted or presented for repurchase pursuant to Article 3, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Maturity Repurchase Date or Fundamental Change Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for repurchase (unless the Company shall default when due, in each case, which case the conversion right shall terminate at an initial the close of business on the date such default is cured and such Security is purchased). The conversion rate of 47.7612 per Security (the "Conversion Rate") shall be that set forth in paragraph 8 in the Securities, subject to adjustment as herein set forth. The initial Conversion Rate is 21.6802 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes Securities. The "Conversion Price" at any particular time is determined by dividing $1,000 by the then-applicable Conversion Rate. The Conversion Agent shall, on behalf of the Company, determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (subject toa) or clause (b) above and, and in accordance withif the Securities shall be so convertible, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior promptly deliver to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 Company and the Conversion Rate on each such Trading DayTrustee written notice thereof. The Trading Prices Whenever the Securities shall be determined by the Bid Solicitation Agent become convertible pursuant to this subsection (b)(i) and Section 4.1, the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (Company or, if at the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer shall so notify the HoldersCompany's request, the Trustee in the name and at the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% expense of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such dateCompany, the Issuer shall so notify the Holders of the Notesevent triggering such convertibility in the manner provided in Section 12.2, and the Company shall be required to disseminate a press release through a public medium as is customary for such a press release. If any of the Securities is convertible by the Holders into Appplicable Stock, the Company shall deliver to the Trustee an Officers' Certificate to that effect stating (i) the fact that such Securities are so convertible, (ii) the date as of which the Securities are convertible, (iii) the reason why the Securities are convertible and (iv) the conversion rate at which the Securities are convertible. Unless and until a Trust Officer of the Trustee receives such Officers' Certificate, the Trustee may assume without inquiry that the Securities are not convertible. Whenever any fact set forth in an Officers' Certificate delivered pursuant to this Section 4.1 changes, the Company shall deliver to the Trustee a new Officers' Certificate setting forth the correct information. Unless and until a Trust Officer receives such a correcting Officers' Certificate, the Trustee may assume without inquiry that the last Officers' Certificate delivered to it remains in full force and effect and is correct is every respect. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. A Holder of Securities is not entitled to any rights of a holder of Applicable Stock until such Holder has converted its Securities to Applicable Stock, and only to the extent such Securities are deemed to have been converted into Applicable Stock pursuant to this Article 4. Notwithstanding any other provision of the Securities or this Indenture, all Holders' rights with respect to conversion of the Securities and the Company's obligation to deliver shares of Applicable Stock upon such conversion (the "Conversion Agent (if other than Obligation"), are subject, in their entirety, to the Trustee)Company's right, in its sole and absolute discretion, to elect to satisfy such Conversion Obligation in any manner permitted pursuant to Section 4.14.
Appears in 2 contracts
Sources: Indenture (Symantec Corp), Indenture (Veritas Software Corp /De/)
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 thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b8.01(b), at any time prior to the close of business on the Business Day immediately preceding November April 15, 2025 2019, under the circumstances and during the periods set forth in Section 14.01(b8.01(b), and (ii) regardless of whether any of the conditions described set forth in Section 14.01(b)8.01(b) has been met, on or after November April 15, 2025 2019, and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock the applicable Conversion Rate (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 14.028.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November April 15, 20252019, a Holder may surrender all or any portion of its the Notes for conversion at any time shall be convertible 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i)) and the definition of Trading Price, for each Trading Day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading DayDay (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 Supplemental IndenturePrice. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes in the manner described in this subsection (b)(i) and the definition of Trading Price beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion RateRate on such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentenceNotes, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids Agent, and the Bid Solicitation Agent fails to make such determination, in each case when the Company or (y) the Issuer is acting as Bid Solicitation Agent and Agent, as the Issuer fails case may be, is obligated to make such determination when obligated as provided in do so pursuant to 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 applicable Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day. If, at any time after the Trading Price condition set forth above 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Alcoa Inc.), Third Supplemental Indenture (Rti International Metals 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 November December 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2019 and (ii) regardless of the conditions described in Section 14.01(b), at any time on or after November December 15, 2025 2019 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 45.5840 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 20252019, 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 Holders of at least $1,000,000 principal amount 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, subject to compliance with the procedures and conditions described in this subsection (b)(i) concerning the Company’s obligation to request that the Bid Solicitation Agent determine the Trading Price and the Bid Solicitation Agent’s obligation to make a Trading Price determination. 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) in writing to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the HoldersHolders (which notification may be made through the Depositary), the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the NotesNotes (which notification may be made through the Depositary), the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 2 contracts
Sources: Indenture (Avid Technology, Inc.), Indenture (Avid Technology, 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 a 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 in, and during the periods set forth in, Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November June 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2018 and (ii) regardless of the conditions described in Section 14.01(b), on or after November June 15, 2025 2018 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 19.4354 Class A 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November June 15, 20252018, a Holder may surrender all or any a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (Agent, if other than the Issuer) Company, of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the . The Bid Solicitation Agent (Agent, if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company, shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) Price), unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (Agent, if other than the Issuer) Company, to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been metmet on any Trading Day, the Issuer Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Class A Shares and the Conversion Rate for such date, the Issuer Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). 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 when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately 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 Class A Shares and the Conversion Rate on each Trading Day of such failure.
Appears in 2 contracts
Conversion Privilege. (a) Subject to the conditions and during the periods described in Section 14.01(b), and upon compliance with the provisions of this Article 14, each a Holder of a Note shall have the right, at such Holder’s option, right to convert surrender for conversion all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), its Notes at any time prior to the close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to until the close of business on the Business Day immediately preceding the Free Convertibility Date. On and after the Free Convertibility Date and until the close of business on the second Scheduled Trading Day immediately prior to the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock a Holder shall have the right to surrender all or any portion (subject if the portion to adjustment as provided in this Article 14, the “Conversion Rate”) per be converted is $1,000 principal amount or an integral multiple thereof) of its Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have for conversion at any duty to determine or verify the Issuer’s determination time regardless of whether any of the conditions described in Section section 14.01(b) have been satisfied, upon compliance with the provisions of this Article 14. If the Notes are held by a DepositaryUpon conversion of Notes, the Issuer holder shall reasonably cooperate with be entitled to receive the amounts due upon conversion specified in Section 14.04 based on the applicable Conversion Agent Rate (the “Conversion Rate”) then in effect, initially 13.6304 shares of Common Stock per $1,000 principal amount of Notes. The Conversion Rate in effect at any time shall be subject to adjustment in the preparation of forms for conversion required by the Depositary’s applicable proceduresmanner set forth herein.
(b) Subject to the conditions and during the periods described in this section 14.01(b), a Holder shall have the right to surrender its Notes for conversion at any time until the close of business on the Business Day immediately preceding the Free Convertibility Date.
(i) Prior to the close of business on the Business Day immediately preceding November 15, 2025the Free Convertibility Date, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending December 31, 2022 (and only during such calendar quarter) if the Last Reported Sale Price of the Common Stock for at any time during least twenty (20) Trading Days (whether or not consecutive) in the five period of thirty (30) consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the Conversion Price of the Notes in effect on each applicable Trading Day.
(ii) If, prior to the close of business on the Business Day period immediately after any five consecutive Trading Day period (preceding the “Measurement Period”) in which Free Convertibility Date, the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of the Notes in accordance with this subsection (b)(i), for on each Trading Day of the Measurement Period was during any five consecutive Trading Day period is less than 98% of the product of (x) the Last Reported Sale Price of the Common Stock and on such Trading Day multiplied by (y) the Conversion Rate in effect on each such Trading Day. The Trading Prices shall be determined by , a Holder may surrender its Notes for conversion at any time during the Bid Solicitation Agent pursuant to this subsection following five consecutive Business Days (b)(i) and the definition of “Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the IssuerCondition”). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer has Company shall have requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer it shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 principal amount of Notes provide a Note provides the Issuer Company with reasonable evidence that the Trading Price trading price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during Rate. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above Condition has been met, the Issuer Company shall so notify the Holders, Holders of the Trustee Notes and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above 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 date, the Issuer Company shall so notify the Holders of the NotesNotes and the Trustee.
(iii) If, prior to the close of business on the Business Day immediately preceding the Free Convertibility Date, the Trustee and Company elects to issue or distribute, as the Conversion Agent (if other than the Trustee).case may be, to all or substantially all holders of Common Stock:
Appears in 1 contract
Sources: Indenture (Envestnet, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 117.0207 Class A Ordinary Shares (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.029.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior If, prior to the close of business on the Business Day immediately preceding November May 15, 20252029, a Holder may surrender the Company elects to:
(i) distribute to all or substantially all holders of the Class A Ordinary Shares any portion rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of its Notes such rights from the Class A Ordinary Shares) entitling them, for conversion a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at any time during a price per share that is less than the five Business Day period immediately after any five average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period (the “Measurement Period”) in which ending on, and including, the Trading Price Day immediately preceding the date of announcement of such distribution; or
(ii) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per $1,000 principal amount of Notesshare value, as determined following a request by Holders the Board of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i)Directors, for each Trading Day of the Measurement Period was less than 98exceeding 10% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate Class A Ordinary Shares on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount Day preceding the date of Notes unless the Issuer has requested announcement for such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentencedistribution, then, in either case, the Trading Price per $1,000 principal amount of Notes Company 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least forty-eight (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, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place (the “Distribution Conversion Period”), the Company may provide not less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date.
Appears in 1 contract
Sources: First Supplemental Indenture (Bitdeer Technologies Group)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, 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(b10.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 the Maturity Date under the circumstances and during the periods set forth in Section 14.01(b10.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b10.01(b), on or after November during the period from, and including, July 15, 2025 2019 to, but excluding, October 15, 2019, and prior to during the close of business on the Business Day immediately preceding period from, and including, July 15, 2032 to, but excluding, the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Applicable Conversion Rate”) Rate per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.0210.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to If the close Trading Price per $1,000 principal amount of business the Notes on the Business each Trading Day immediately preceding November 15, 2025, a Holder may surrender all or during 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 was less than 97% of the product of the Closing Sale Price of the Common Stock on each such Trading Price per $1,000 principal amount Day, and the Applicable Conversion Rate (calculated, for purposes of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), as if the Daily VWAP for such Trading Day were the Daily VWAP 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 and in the Conversion Rate Period used to calculate the Applicable Conversion Rate) on each such Trading DayDay (the “Trading Price Condition”), a Holder may surrender Notes for conversion at any time during the following five Business Days. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this First Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Company and the Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Agent with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes on any Trading Day would be less than 9897% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation AgentDay, and the Issuer does not Applicable Conversion Rate (calculated as described above). At such time, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of the Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make beginning such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, Trading Day until the Trading Price per $1,000 principal amount of the Notes shall be deemed is greater than or equal to be less than 9897% of the product of the Last Reported Closing Sale Price of the Common Stock Stock, and the Applicable Conversion Rate on each Trading Day of such failureRate. If Once the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above Condition has been met, the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 9897% of the product of the Last Reported Closing Sale Price of the Common Stock Stock, and the Applicable Conversion Rate for such date(calculated as described above), the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee). If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to obtain such bids when required, then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 97% of the product of the Closing Sale Price of the Common Stock, and the Applicable Conversion Rate (calculated as described above) on each Trading Day of such failure.
Appears in 1 contract
Sources: First Supplemental Indenture (Stillwater Mining Co /De/)
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(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November June 15, 2025 2015 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November June 15, 2025 2015 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 53.6107 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November June 15, 20252015, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than to determine in the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, manner provided herein 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 Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14Five, each Holder the entire outstanding principal amount of a Note shall have the rightthis Debenture, at such Holder’s option, to convert all or any portion thereof, is convertible into Common Stock at the option of the Holder at any time, unless a redemption notice has been received by the Holder pursuant to the terms of Article Three. On conversion of the entire outstanding principal amount of this Debenture, or any portion thereof, any Interest that is past due on the principal amount of such Debenture that is being converted shall be paid in U.S. Legal Tender, or shares of Common Stock at the Holder's option.
(if b) The record Holder of this Debenture shall be entitled to convert the portion Debenture(s) into that number of fully-paid and non-assessable shares of Common Stock of the Company calculated in accordance with the following formula (the "Conversion Rate"): Number of shares issued upon conversion = (Principal + Interest)/Conversion Price, where o Principal = The principal amount of the Debenture(s) to be converted is $1,000 principal amount or an integral multiple thereofconverted, o Interest = Principal x (N/365) x .10, where o N = the number of such Note days between (i) subject to satisfaction the date that, in connection with the consummation of the conditions described initial purchase of this Debenture from the Company, the escrow agent first had in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b)its possession funds representing full payment for this Debenture, and (ii) regardless the applicable Date of Conversion for the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial Debenture(s) for which conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject tois being elected, and in accordance with, o Conversion Price = the settlement provisions lesser of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trusteex) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 9875% of the product of average Closing Bid Price, as that term is defined below, for on the Last Reported Sale Price of Closing Date (December, __, 2000) which amounts to $_______ (the Common Stock and the "Fixed Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer"). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) 75% of the Issuer average Closing Bid Price, as that term is acting as Bid Solicitation Agent and defined below, of the Issuer fails to make such determination when obligated as provided Company's Common Stock for the ten (10) trading days immediately preceding the Date of Conversion (the "Variable Conversion Price").
(c) Nothing in the preceding sentencethis Debenture shall grant, then, in either case, the Trading Price per $1,000 principal amount of Notes or shall be deemed to be less than 98% constitute the incurrence, creation, assumption or sufferance by the Company of, and the Holder of the product this Debenture shall not assert, any mortgage, pledge, lien, charge or other encumbrance of the Last Reported Sale Price of any nature whatsoever on the Common Stock and the Conversion Rate on each Trading Day deliverable upon conversion of such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)this Debenture.
Appears in 1 contract
Sources: Debenture Agreement (Iexalt 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 November 15, 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 November 15, 2025 and prior to the close of business on the second Business Day immediately preceding the Maturity Date, in each case, Date at an initial conversion rate of 47.7612 31.1876 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) Upon any conversion of the Notes (i) Prior to other than in connection with a Make-Whole Fundamental Change as described under Section 14.03), the close of business on Company shall increase the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Conversion Rate for the Notes so surrendered for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period by a number of additional shares of Common Stock (the “Measurement PeriodAdditional Shares”) ), if any, as described in Section 14.04. The number of Additional Shares, if any, by which the Trading Price per $1,000 principal amount of Notes, as Conversion Rate shall be increased shall be determined following a request by Holders of at least $1,000,000 principal amount of Notes reference to the table in accordance with this subsection (b)(iSection 14.04(c), for each Trading Day of based on the Measurement Period was less than 98% of Conversion Date, and the product average of the Last Reported Sale Price Prices of the Common Stock over the Five Trading Day period ending on, and including, the Trading Day immediately preceding such Conversion Date (such increase, a “Voluntary Conversion Increase”). Notwithstanding the foregoing, if the Conversion Rate on each is adjusted under Section 14.03 in connection with a Make-Whole Fundamental Change, then a converting Holder shall not receive the Voluntary Conversion Increase with respect to such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Second Supplemental Indenture (Rocket 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 November 151, 2025 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 November 151, 2025 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 117.9245 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(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 November 151, 20252029, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer 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 $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding November 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 and the Conversion Agent (if other than the Trustee) in writing at least 48 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). 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 November 1, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding November 1, 2029, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding November 1, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2025, 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.
(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 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 Upon compliance with the provisions of this Article 1415 and subject to the restrictions set forth in Section 15.01(c), each Holder of a Note Noteholder shall have the right, at such Holderholder’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)15.01(b) below, at any time prior to the close of business on the Business Day immediately preceding November December 15, 2025 2013 under the circumstances and during the periods set forth in Section 14.01(b)15.01(b) below, and (ii) regardless irrespective of the conditions described in Section 14.01(b)15.01(b) below, on or after November December 15, 2025 2013 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate Conversion Rate (the “Conversion Rate”) of 47.7612 182.6484 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.
Appears in 1 contract
Sources: Indenture (Teradyne, 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 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 November October 15, 2025 2021 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November October 15, 2025 2021 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 29.8806 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, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252021, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period. At such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Medicines Co /De)
Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’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 set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 13, 2025 2014 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November 15January 13, 2025 2014 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 21.0235 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business second Scheduled Trading Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall determine, or shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.
Appears in 1 contract
Conversion Privilege. (a) Subject to the conditions described in clause (i), (ii), and (iii) below, and upon compliance with the provisions of this Article 1413, each Holder of a Note Noteholder 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), into cash at any time prior to the close Close of business Business on the Business Scheduled Trading Day immediately preceding November 15March 1, 2025 2015 at a rate (the “Conversion Rate”) of 132.5205 shares of Common Stock (subject to adjustment by the Company as provided in Section 13.04) per $1,000 principal amount Note into an amount of cash based on the sum of the Daily Conversion Values of such Notes for each of the 35 consecutive Trading Days during the relevant Observation Period (subject to the settlement provisions of Section 13.03, the “Conversion Obligation”) under the circumstances and during the periods set forth in Section 14.01(b)below. On and after March 1, and (ii) 2015, regardless of the conditions described in Section 14.01(bclause (i), on (ii), and (iii) below, and upon compliance with the provisions of this Article 13, a Noteholder shall have the right, at such Holder’s option, to convert all or after November 15, 2025 and any portion (if the portion to be converted is $1,000 principal amount or a multiple thereof) of such Note into cash at the Conversion Rate at any time prior to the close Close of business Business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior The Notes shall be convertible prior to the close Close of business Business on the Business Scheduled Trading Day immediately preceding November 15March 1, 20252015, a Holder may surrender all or any portion of its Notes for conversion at any time during the five ten (10) Business Day period immediately after any five (5) 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 Holders of at least $1,000,000 principal amount 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 such date and the Conversion Rate on each such Trading Day. 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 Supplemental IndentureTrustee. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Issuer has requested such determinationCompany to do so in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Noteholder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes 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 and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make on such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 failuredate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Noteholders. If, at any time after the Trading Price 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 Scheduled Trading Day immediately preceding March 1, 2015 during any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending October 2, 2010, if the Last Reported Sale Price of the Common Stock for twenty (20) or more Trading Days in a period of thirty (30) consecutive Trading Days ending on the last Trading Day of the immediately preceding fiscal quarter exceeds 130% of the applicable Conversion Price in effect on each such applicable Trading Day.
(iii) The Notes shall be convertible prior to the Close of Business on the Scheduled Trading Day immediately preceding March 1, 2015 as provided in Section 13.01(b), Section 13.01(c) and Section 13.01(d).
(b) In the event that prior to the Close of Business on the Scheduled Trading Day immediately preceding March 1, 2015 the Company elects to:
(i) distribute to all or substantially all holders of the 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 Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date 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 reasonably determined by the Board of Directors) exceeding 10% of the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the date of declaration of such distribution, then, in either case, Holders may surrender the Notes for conversion into cash 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, even if the Notes are not otherwise convertible at such time. The Company shall notify Holders of any distribution referred to in either clause (i) or clause (ii) above and of the resulting conversion right at least twenty (20) Business Days prior to the Ex-Dividend Date for such distribution.
(c) If the Company combines or consolidates with or merges with or into another Person or is a party to a binding share exchange or sells or conveys 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 Holders may surrender Notes for conversion into cash at any time from and after the date which is forty (40) Scheduled Trading Days prior to the anticipated effective date of the transaction until and including the date that is forty (40) Scheduled Trading Days after the effective date of such transaction (or, if earlier, the date the Company announces that such transaction will not take place); provided such transaction does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change to which the provisions of Section 13.01(d) shall apply. The Company will notify Holders of Notes of the resulting conversion right at least forty (40) Scheduled Trading Days prior to the anticipated effective date of such transaction; provided, however that if the Company does not have knowledge of any such transaction at least forty (40) Scheduled Trading Days prior to the anticipated effective date of such transaction, the Company will notify Holders within one Business Day of the date upon which it receives notice, or otherwise becomes aware, of such transaction, but in no event later than the actual effective date of such transaction. The Board of Directors shall determine in good faith the anticipated effective date of the transaction, and such determination shall be conclusive and binding on the Holders.
(d) If the Company is a party to any transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, a Holder may surrender Notes for conversion into cash at any time from and after the date which is forty (40) Scheduled Trading Days prior to the anticipated effective date of such transaction or event until and including the later of (i) the date which is forty (40) Scheduled Trading Days after the effective date of such transaction or event (or, if earlier, the date the Company announces that such transaction or event will not take place) and (ii) if such transaction or event constitutes a Fundamental Change, the related Fundamental Change Repurchase Date. The Company shall give notice in writing to all record Noteholders and the Conversion Rate for Trustee of the Fundamental Change or Make-Whole Fundamental Change no later than forty (40) Scheduled Trading Days prior to the anticipated effective date of the Fundamental Change or the anticipated Make-Whole Effective Date, as applicable; provided, however that if the Company does not have knowledge of any such datetransaction or event at least forty (40) Scheduled Trading Days prior to the anticipated effective date of such Fundamental Change or the anticipated Make-Whole Effective Date, the Issuer shall so Company will notify the Holders within one Business Day of the Notesdate upon which it receives notice, the Trustee and the Conversion Agent (if other or otherwise becomes aware, of such transaction or event, but in no event later than the Trustee)actual effective date of such Fundamental Change or Make-Whole Effective Date, as applicable. The Board of Directors shall determine in good faith the anticipated effective date of the Fundamental Change or the anticipated Make-Whole Effective Date, and such determination shall be conclusive and binding on the Holders.
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’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 set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November 159, 2025 2018 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November 159, 2025 2018 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 15.1947 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, Company and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to Company will determine, or if will instruct the Issuer is acting as Bid Solicitation Agent, the Issuer shall Trustee to determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer shall Company will so notify the HoldersNoteholders, the Trustee and the Conversion Agent and issue a press release (if other than and make the Trustee)press release available on the Company’s website) announcing the satisfaction of the condition. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on such Trading Day, the Company will so notify the holders of the Notes, the Trustee and the Conversion Agent.
(ii) In the event that the Company elects to:
(A) distribute to all or substantially all holders of its Common Stock any rights, options or warrants entitling them, for a period of not more than sixty calendar days after the record date for such distribution, to subscribe for or purchase its Common Stock, at a price per share less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date for such distribution; or
(B) distribute to all or substantially all holders of its Common Stock the Company’s assets, debt securities, or rights to purchase securities of the Company, 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 and on the Conversion Rate Trading Day immediately preceding the date of declaration for such datedistribution, then, in each case, the Issuer Company shall so notify the Holders all holders of the Notes, the Trustee and the Conversion Agent not less than fifty Business Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the close of business on the Business Day immediately prior to such Ex-Dividend Date and (2) the Company’s announcement that such distribution will not take place, even if other than the TrusteeNotes are not otherwise convertible at such time. No Noteholder may exercise this right to convert if the Noteholder otherwise may participate in the distribution without conversion (based upon the then-applicable Conversion Rate and upon the same terms as holders of the Company’s Common Stock).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon --------------------------------- compliance with the provisions of this Article 14, each Holder of a Note shall have the right10, at such the option of the Holder’s option, to convert all any Securities or any portion (if of the portion to be converted Principal Amount at Maturity thereof which is $1,000 principal amount or an integral multiple of $1,000 may be converted at the Principal Amount at Maturity thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Stock, at the Conversion Rate in effect at the time of conversion:
(1) during any Conversion Period, if the Closing Price of the Common Stock for at least 20 trading days in the 30 consecutive trading day period ending on the first day of the Conversion Period was more than 120% of the Accreted Conversion Price on that thirtieth trading day;
(2) during the five Business Day period following any 10 consecutive trading-day period in which the average of the Trading Prices for the Securities for that 10 trading-day period was less than 105% of the Average Conversion Value of the Securities during that period;
(3) during any period after the 30th day following the original issuance of the Securities in which the credit rating assigned to the Securities by either ▇▇▇▇▇'▇ or Standard & Poor's is lower than Ba3 or BB-, respectively, in which the credit rating assigned to the Securities is suspended or withdrawn by either such rating agency or in which neither such rating agency continues to rate the Securities or provide ratings services coverage to the Company;
(4) if the Company has called the Securities for redemption; or
(5) upon the occurrence of the corporate transactions specified in clause (b) of such Note (i) subject to satisfaction this Section 10.
1. The Conversion Agent shall, on behalf of the conditions described Company, determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) or clause (2) above and, if the Securities shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the Securities 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 Trustee and the Holders of the event triggering such convertibility in the manner provided in Section 14.01(b)11.2, and the Company shall also publicly announce such information and publish it on the Company's World Wide web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Except as expressly set forth in this paragraph, the Trustee (in any of its capacities hereunder) shall have no duty to determine the convertibility of any of the Securities.
(b) In addition, in the event that:
(1) (A) the Company distributes to all holders of its shares of Common Stock rights or warrants entitling them to subscribe for or purchase shares of Common Stock, at any time prior to a price per share less than the close Closing Price of business the Common Stock on the Business Day immediately preceding November 15the announcement of such distribution, 2025 under (B) the circumstances and during Company distributes 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 distribution per share of Common Stock exceeds 10% of the Closing Price of a share of Common Stock on the Business Day immediately preceding the date of declaration of such distribution, or (C) a Change in Control occurs but Holders of Securities do not have the right to require the Company to purchase their Securities as a result of such Change in Control because either (i) the Closing Price of the Common Stock for specified periods set forth (as described in Section 14.01(b), and the definition of Change in Control) exceeds specified levels (as described in the definition of Change in Control) or (ii) regardless the consideration received in such Change in Control consists of Capital Stock that is freely tradeable and the Securities become convertible into that Capital Stock as specified in the definition of Change in Control, then, in each case, the Securities may be surrendered for conversion at any time on and 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 for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the conditions described Change in Section 14.01(bControl, in the case of (C), on or after November 15, 2025 and prior to until the earlier of the close of business on the Business Day immediately preceding the Maturity DateEx-Dividend Time or the date the Company announces that such distribution will not take place, in each casethe case of (A) or (B), at an initial conversion rate or the earlier of 47.7612 30 days after the Company's delivery of the notice of the Change in Control or the date the Company announces that the Change of Control will not take place, in the case of (C), or
(2) the Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Common Stock (subject to adjustment would be converted into cash, securities or other property 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described set forth in Section 14.01(b) have been satisfied. If 10.4 hereof, then the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder Securities 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 (date which is 15 days prior to the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined date announced by the Bid Solicitation Agent pursuant to this subsection (b)(i) and Company as the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which anticipated effective time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time transaction until 15 days after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount actual date 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)transaction.
Appears in 1 contract
Sources: Indenture (Greater Bay Bancorp)
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 in minimum denominations of $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 November February 15, 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 November February 15, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 10.8556 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November February 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately after 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 Holders of at least $1,000,000 principal amount 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 DayDay (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 Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 principal amount of such Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above Condition has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) on or within one Business Day of such determination. If, at any time after the Trading Price condition set forth above 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 dateTrading Day, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) 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 a new Holder request is made as provided in this subsection (b)(i).
Appears in 1 contract
Sources: Indenture (Varonis Systems 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(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15August 1, 2025 2021 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15August 1, 2025 2021 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 51.5756 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15August 1, 20252021, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than to determine in the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, manner provided herein 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 Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
(ii) If, prior to the close of business on the Business Day immediately preceding August 1, 2021, the Company elects to:
(A) issue to all or substantially all holders of its 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 its 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 its Common Stock the Company’s assets, debt 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 20 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Notes may be surrendered 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. Notwithstanding the foregoing, no Notes may be surrendered for conversion if Holders 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 clauses (A) or (B) of this subsection (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. For purposes of Section 13.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such 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, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 1, 2021, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.01, 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, pursuant to which the Common Stock would be converted into cash, securities or other assets (in each case, other than a merger or other business combination transaction that is effected solely to change the Company’s jurisdiction of incorporation and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), the Notes may be surrendered for conversion at any time from or after the effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 35 Trading Days after the effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the occurrence of each such transaction and the related right to convert notes no later than the effective date of such transaction.
(iv) Prior to the close of business on the Business Day immediately preceding August 1, 2021, the Notes may be surrendered for conversion during any calendar quarter commencing after the calendar quarter ending on June 30, 2017 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter as reported to the Conversion Agent by the Company is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. Upon receipt of and on the basis of such report from the Company, the Conversion Agent, on behalf of the Company, shall determine at the beginning of each calendar quarter commencing after June 30, 2017 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).
Appears in 1 contract
Sources: Indenture (Ares Capital Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 144, each Holder of a Note the Notes shall have the right, at such Holder’s option, to convert all or any portion (if provided that the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of such Note 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 November 15October 1, 2025 2018, subject to satisfaction of the conditions described in Section 4.01(b), under the circumstances and during the periods set forth in Section 14.01(b4.01(b), and ; and
(ii) regardless of the conditions described in Section 14.01(b), on or after November 15October 1, 2025 and 2018 prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, at any time, in each casethe case of either clause (i) or (ii), at an initial conversion rate of 47.7612 39.5491 shares of Common Stock (subject to adjustment as provided in this Article 14Section 4.03 and Section 4.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.024.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15October 1, 20252018, a Holder of Notes may surrender all or any a portion of its Notes (that is $1,000 principal amount or an integral multiple 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 Holders a Holder of at least $1,000,000 principal amount of the Notes in accordance with this subsection (b)(i)) and the definition of “Trading Price” in Section 1.03, for each Trading Day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by Day (the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of “Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent Condition”).
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 principal amount of Notes provide a Note provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent to (if other than the Issuer) to determineor, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer shall determine, Company shall) determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above Condition has been metmet on any Trading Day, the Issuer Company shall so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing on such Trading Day. If, at any time after the Trading Price condition set forth above 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of the 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.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (United States Steel Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a New Third Lien Secured Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is in denominations of $2,000 or in integral multiples of $1,000 principal amount or an integral multiple in excess thereof) of such New Third Lien Secured Note (i) subject to satisfaction of the conditions described set forth in Section 14.01(b13.01(b), at any time prior to the close Close of business Business on the Business Day immediately preceding November 15May 30, 2025 2029 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless of the conditions described set forth in Section 14.01(b13.01(b), at any time on or after November 15May 30, 2025 2029 and prior to the close Close of business Business on the Business second Scheduled Trading Day immediately preceding the Maturity Datematurity date, in each case, at an initial conversion rate of 47.7612 83.3333 shares of Common Stock (subject to adjustment as provided in this Article 14XIII, the “Conversion Rate”) per $1,000 principal amount of New Third Lien Secured Notes (subject to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close Close of business Business on the Business Day immediately preceding November 15May 30, 20252029, a Holder may surrender all or any portion of its New Third Lien Secured Notes for conversion at any time during the five consecutive Business Day period immediately after following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of New Third Lien Secured Notes, as determined following a request by Holders a Holder of at least $1,000,000 principal amount of New Third Lien Secured Notes in accordance with this subsection (b)(iSection 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 13.01(b)(i) and the definition of Trading Price set forth in this Supplemental Third Lien Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of New Third Lien Secured Notes unless the Issuer Company has requested such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 aggregate principal amount of New Third Lien Secured Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of New Third Lien Secured Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent to determine (if other than the Issuer) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, ) the Trading Price per $1,000 principal amount of New Third Lien Secured Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of New Third Lien Secured Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of New Third Lien Secured Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of New Third Lien Secured 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 set forth above in this subsection (b)(i) has been met, the Issuer Company shall promptly so notify the Holders, the Third Lien Trustee and the Conversion Agent (if other than the Third Lien Trustee)) in writing. If, at any time after the Trading Price condition set forth above in this subsection (b)(i) has been met, the Trading Price per $1,000 principal amount of New Third Lien Secured 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 date, the Issuer Company shall promptly so notify the Holders of the New Third Lien Secured Notes, the Third Lien Trustee and the Conversion Agent (if other than the Third Lien Trustee)) in writing. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall provide the Bid Solicitation Agent (if other than the Company) with the names and contact details of the three independent nationally-recognized securities dealers selected by the Company, and the Company will direct those security dealers to provide bids to the Bid Solicitation Agent. The Company shall act as initial Bid Solicitation Agent but may appoint another Person (including one of the Company’s Affiliates) as Bid Solicitation Agent from time to time without prior notice to the Holders of the New Third Lien Secured Notes.
Appears in 1 contract
Sources: Third Lien Indenture (Bed Bath & Beyond Canada L.P.)
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 one or more of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 1, 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 November 15January 1, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at based on an initial conversion rate of 47.7612 42.6203 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes a Holder 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine solicit secondary market bid quotations, in accordance with the definition of Trading Price, in respect of the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing and provided to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide secondary market bid quotations, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless one or more Holders in the aggregate of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determineso solicit secondary market bid quotations in respect of (and provide such names and contact information), or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes Notes, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated obtain bids as provided in the preceding sentencesentence and provide to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide such secondary market bid quotations, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and provides the names and contact information to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make carry out such determinationinstruction, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee). Neither the Trustee nor any Bid Solicitation Agent (other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.
Appears in 1 contract
Sources: Indenture (Cryolife 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(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15September 1, 2025 2021 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15September 1, 2025 2021 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 54.5019 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15September 1, 20252021, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of “Trading Price Price’ set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of “Trading Price, ,” along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as the Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notesmake such determination) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during Rate. Promptly after receiving such evidence (but in any event within two Business Days) the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent to determine (if other than the Issuer) to determineor, or if the Issuer Company is acting as the Bid Solicitation Agent, the Issuer Company shall determine), in the manner provided herein, 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 Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated (or, if the Company is the Bid Solicitation Agent, if the Company does not determine the Trading Price per $1,000 principal amount of Notes when obligated) as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). For the avoidance of doubt, the Company may act as Bid Solicitation Agent.
Appears in 1 contract
Sources: Indenture (TCP Capital Corp.)
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 thereof and such Holder’s remaining principal amount after such conversion is $1,000 or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b), 8.01(b) at any time prior to the close of business on the Business Day immediately preceding November 15April 1, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b8.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b8.01(b), on or after November 15April 1, 2025 and prior to 2017 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 129.7185 shares of Common Stock (subject to adjustment as provided in this Article 14Section 8.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.028.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15April 1, 20252017, a Holder may surrender all or any a 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 Holders of at least $1,000,000 principal amount of Notes a Holder in accordance with this subsection (b)(i)) and the definition of “Trading Price” in Section 1.01, 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 and the Conversion Rate on each such Trading Day. Day (the “Trading Price Condition”).
(A) The Trading Prices shall be determined by the Bid Solicitation Agent based on bids, if any, received by it pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Any such determination shall provide written notice to the Bid Solicitation Agent be conclusive absent manifest error.
(if other than the IssuerB) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) Price), unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, determine (or if the Issuer Company is acting as the Bid Solicitation Agent, the Issuer Company shall determine, ) pursuant to this subsection (b)(i) and the definition of Trading Price 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 applicable Conversion Rate. .
(C) If (x) the Issuer Company is not acting as Bid Solicitation Agent, Agent and the Issuer Company does not not, when it is required to, instruct the Bid Solicitation Agent to determine solicit bids as described above, (y) the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain solicit bids and the Bid Solicitation Agent fails to make such determination, determine the Trading Price or (yz) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in determine the preceding sentenceTrading Price, 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 applicable Conversion Rate on each Trading Day of such failure. .
(D) If the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify provide notice thereof to the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above 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 dateTrading Day, the Issuer Company shall so notify provide notice thereof to the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee).
(ii) If, prior to the close of business on the Business Day immediately preceding April 1, 2017, the Company elects to:
(A) issue to all or substantially all holders of its Common Stock any rights, options or warrants entitling them to subscribe for or purchase, for a period of not more than 45 calendar days after the date of announcement of such issuance, shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over 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 its Common Stock the Company’s assets, debt 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 shares of Common Stock on the Trading Day preceding the date of announcement of such distribution, then, in either case, the Company shall notify all Holders, the Trustee and the Conversion Agent (if other than the Trustee) at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately prior to 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 a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding April 1, 2017, regardless of whether a Holder has the right to require the Company to purchase the Notes pursuant to Section 9.01, 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, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Notes may be surrendered for conversion at any time from or after the date that is 50 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 45 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date. Subject to the immediately succeeding sentence, the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) as promptly as practicable following the date the Company publicly announces such transaction (and in no event less than 20 Scheduled Trading Days prior to the anticipated effective date of such transaction), and the Company shall use its reasonable efforts to provide such notice at least 50 Scheduled Trading Days prior to the anticipated effective date of such transaction. However, if the Company does not have knowledge of such transaction at least 20 Scheduled Trading Days prior to the anticipated effective date of such transaction, the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) within two Business Days 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 April 1, 2017, a Holder may surrender all or a portion of its Notes for conversion during any calendar quarter commencing after the calendar quarter ending on December 31, 2012 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
Appears in 1 contract
Sources: First Supplemental Indenture (GT Advanced Technologies Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November October 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2024 and (ii) regardless of the conditions described in Section 14.01(b), on or after November October 15, 2025 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 8.0059 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252024, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to seek bids and determine the Trading Price per $1,000 principal amount of Notes) unless one or more Holders of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee (if other than the Bid Solicitation Agent) and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (INPHI Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November September 15, 2025 2016 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November September 15, 2025 2016 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 51.7050 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252016, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than to determine in the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, manner provided herein 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 Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Ares Capital 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 solely into cash (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 November September 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2019, and (ii) regardless of the conditions described in Section 14.01(b), on or after November at any time during the period from, and including, September 15, 2025 and prior 2019 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 108.8732 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”). Neither the Trustee nor the Conversion Agent (if The Notes shall not be convertible into shares of Common Stock or any other than the Trustee) shall have securities under any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedurescircumstances.
(b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252019, a Holder may surrender all or any portion of its Notes for conversion solely into cash 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time time, the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
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 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 November 15July 1, 2025 2018 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 November 15July 1, 2025 and 2018, at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of 254.2912 Common Stock Shares (subject to adjustment as provided in this Article 14Section 14.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15July 1, 20252018, a Holder Holders may be surrender all or any a portion of its their 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent at the request of the Company pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture). The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as the Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent to (if other than the Issuer) to determineor, or if the Issuer Company is acting as the Bid Solicitation Agent, the Issuer shall determine, Company shall) determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Issuer Company is acting as the Bid Solicitation Agent and Agent, the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, obtain 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 Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
(ii) If, prior to the close of business on the Business Day immediately preceding July 1, 2018, the Company elects to:
(A) issue to all or substantially all holders of its Common Shares any rights, options or warrants entitling them, for a period of not more than 60 calendar days after the issue date for such issuance, to subscribe for or purchase the 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 issuance; or
(B) distribute to all or substantially all holders of the Common Shares the Company’s assets, debt 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 Shares on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company shall notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Holders may surrender all or a portion of their 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.
(iii) If, prior to the close of business on the Business Day immediately preceding July 1, 2018, a Fundamental Change or a Make-Whole Fundamental Change occurs or the Company is a party to a consolidation, merger, amalgamation or binding share exchange, in each case pursuant to which the Common Shares would be converted into cash, securities or other assets or a sale, conveyance, lease or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, a Holder may surrender all or any portion of its Notes 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 Business Day after the Company gives notice of such transaction) until the the close of business on the 35 Trading Day after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) (i) 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 (ii) 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. If, prior to the date that is five years plus one day from the last date of original issuance of Notes, Holders of Notes would otherwise be entitled to receive, on conversion of the Notes, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied for the 2007 taxation year (“Ineligible Consideration”), such holders shall not be entitled to receive such Ineligible Consideration but the Company or the Successor Company, as the case may be, shall have the right (at the sole option of the Company or the Successor Company, as the case may be) to deliver either such Ineligible Consideration or “prescribed securities,” for the purposes of clause 212(1)(b)(vii)(E) of the Tax Act as it applied for the 2007 taxation year, with a market value equal to the market value of such Ineligible Consideration. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) 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, unless the Company has previously agreed to a Physical Settlement for all such conversions, in which case the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) no less than 10 Scheduled Trading Days prior to the anticipated effective date of such transaction. Such notice shall also state the consideration into which the Notes will be convertible after the effective date of such transaction. After such notice, the Company or the Successor Company, as the case may be, may not change the consideration to be delivered on conversion of the Notes except in accordance with any other provision of this Indenture.
(iv) Prior to the close of business on the Business Day immediately preceding July 1, 2018, the Notes may be surrendered for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2013 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any or all of the Notes for redemption under Section 16.01 or Section 16.02, Holders shall have the right to convert all or a portion of their Notes called for redemption at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, after which time Holders shall no longer have the right to convert their Notes on account of the Company’s delivery of such Redemption Notice, unless the Company defaults in the payment of the Redemption Price. If a Holder elects to convert its Notes in connection with the Company’s Redemption Notice, the Company shall:
(A) increase the Conversion Rate for the Notes to the extent required, and in accordance with, Section 14.03; and
(B) pay to such Holder an amount equal to accrued and unpaid interest on the Notes that are surrendered for conversion to, but not including, the Conversion Date; provided that if such Conversion Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay the interest due on that Interest Payment Date to the Holder of record on the relevant Regular Record Date and no additional payment shall be made pursuant to this clause (B).
Appears in 1 contract
Sources: Indenture (B2gold Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a New Second Lien Convertible Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is in denominations of $2,000 or in integral multiples of $1,000 principal amount or an integral multiple in excess thereof) of such New Second Lien Convertible Note (i) subject to satisfaction of the conditions described set forth in Section 14.01(b13.01(b), at any time prior to the close Close of business Business on the Business Day immediately preceding November 15May 30, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless of the conditions described set forth in Section 14.01(b13.01(b), at any time on or after November 15May 30, 2025 2027 and prior to the close Close of business Business on the Business second Scheduled Trading Day immediately preceding the Maturity Datematurity date, in each case, at an initial conversion rate of 47.7612 83.3333 shares of Common Stock (subject to adjustment as provided in this Article 14XIII, the “Conversion Rate”) per $1,000 principal amount of New Second Lien Convertible Notes (subject to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close Close of business Business on the Business Day immediately preceding November 15May 30, 20252027, a Holder may surrender all or any portion of its New Second Lien Convertible Notes for conversion at any time during the five consecutive Business Day period immediately after following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of New Second Lien Convertible Notes, as determined following a request by Holders a Holder of at least $1,000,000 principal amount of New Second Lien Convertible Notes in accordance with this subsection (b)(iSection 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 13.01(b)(i) and the definition of Trading Price set forth in this Supplemental Second Lien Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of New Second Lien Convertible Notes unless the Issuer Company has requested such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 aggregate principal amount of New Second Lien Convertible Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of New Second Lien Convertible Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent to determine (if other than the Issuer) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, ) the Trading Price per $1,000 principal amount of New Second Lien Convertible Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of New Second Lien Convertible Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of New Second Lien Convertible Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of New Second Lien Convertible 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 set forth above in this subsection (b)(i) has been met, the Issuer Company shall promptly so notify the Holders, the Convertible Second Lien Trustee and the Conversion Agent (if other than the Convertible Second Lien Trustee)) in writing. If, at any time after the Trading Price condition set forth above in this subsection (b)(i) has been met, the Trading Price per $1,000 principal amount of New Second Lien Convertible 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 date, the Issuer Company shall promptly so notify the Holders of the New Second Lien Convertible Notes, the Convertible Second Lien Trustee and the Conversion Agent (if other than the Convertible Second Lien Trustee)) in writing. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall provide the Bid Solicitation Agent (if other than the Company) with the names and contact details of the three independent nationally-recognized securities dealers selected by the Company, and the Company will direct those security dealers to provide bids to the Bid Solicitation Agent. The Company shall act as initial Bid Solicitation Agent but may appoint another Person (including one of the Company’s Affiliates) as Bid Solicitation Agent from time to time without prior notice to the Holders of the New Second Lien Convertible Notes.
Appears in 1 contract
Sources: Second Lien Indenture (Bed Bath & Beyond Canada L.P.)
Conversion Privilege. (a) Subject to the conditions and during the periods described in Section 14.01(b), and upon compliance with the provisions of this Article 14, each a Holder of a Note shall have the right, at such Holder’s option, right to convert surrender for conversion all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), its Notes at any time prior to the close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to until the close of business on the Business Day immediately preceding the Free Convertibility Date. On and after the Free Convertibility Date and until the close of business on the second Scheduled Trading Day immediately prior to the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock a Holder shall have the right to surrender all or any portion (subject if the portion to adjustment as provided in this Article 14, the “Conversion Rate”) per be converted is $1,000 principal amount or an integral multiple thereof) of its Notes (subject tofor conversion, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination regardless of whether any of the conditions described in Section section 14.01(b) have been satisfied, upon compliance with the provisions of this Article 14. If the Notes are held by a DepositaryUpon conversion of Notes, the Issuer holder shall reasonably cooperate with be entitled to receive the amounts due upon conversion specified in Section 14.04 based on the applicable Conversion Agent Rate then in effect. The Conversion Rate in effect at any time shall be subject to adjustment in the preparation of forms for conversion required by the Depositary’s applicable proceduresmanner set forth herein.
(b) Subject to the conditions and during the periods described in this section 14.01(b), a Holder shall have the right to surrender its Notes for conversion at any time until the close of business on the Business Day immediately preceding the Free Convertibility Date.
(i) Prior to the close of business on the Business Day immediately preceding November 15, 2025the Free Convertibility Date, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending June 30, 2018 (and only during such calendar quarter) if the Last Reported Sale Price of the Common Stock for at any time during least twenty (20) Trading Days (whether or not consecutive) in the five period of thirty (30) consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the Conversion Price of the Notes in effect on each applicable Trading Day.
(ii) If, prior to the close of business on the Business Day period immediately after any five consecutive Trading Day period (preceding the “Measurement Period”) in which Free Convertibility Date, the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of the Notes in accordance with this subsection (b)(i), for on each Trading Day of the Measurement Period was during any five consecutive Trading Day period is less than 98% of the product of (x) the Last Reported Sale Price of the Common Stock and on such Trading Day multiplied by (y) the Conversion Rate in effect on each such Trading Day. The Trading Prices shall be determined by , a Holder may surrender its Notes for conversion at any time during the Bid Solicitation Agent pursuant to this subsection following five consecutive Business Days (b)(i) and the definition of “Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the IssuerCondition”). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer has Company shall have requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer it shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 principal amount of Notes provide a Note provides the Issuer Company with reasonable evidence that the Trading Price trading price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during Rate. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above Condition has been met, the Issuer Company shall so notify the Holders, Holders of the Trustee Notes and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above 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 date, the Issuer Company shall so notify the Holders of the NotesNotes and the Trustee.
(iii) If, prior to the close of business on the Business Day immediately preceding the Free Convertibility Date, the Trustee and Company elects to issue or distribute, as the Conversion Agent (if other than the Trustee).case may be, to all or substantially all holders of Common Stock:
Appears in 1 contract
Sources: Indenture (Envestnet, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15March 1, 2025 2023, under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15March 1, 2025 2023, and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 21.6275 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15March 1, 20252023, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Business-Day period immediately after any five 10 consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
Appears in 1 contract
Sources: Indenture (Pra Group 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 November May 15, 2025 2028 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 November May 15, 2025 2028 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 5.0855 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”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November May 15, 20252028, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer 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 $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding May 15, 2028, the Company elects to:
(A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding May 15, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding May 15, 2028, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of such Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding May 15, 2028, 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 December 31, 2023 (and only during such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding fiscal quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Notes for 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 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 (Tetra Tech 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 solely into cash (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 November February 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2017, and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November during the period from, and including, February 15, 2025 and prior 2017 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 39.3140 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”). Neither the Trustee nor the Conversion Agent (if The Notes shall not be convertible into shares of Common Stock or any other than the Trustee) shall have securities under any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedurescircumstances.
(b) (i) Prior to the close of business on the Business Day immediately preceding November February 15, 20252017, a Holder may surrender all or any portion of its Notes for conversion at any time solely into cash 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested it in writing to make such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall provide bids to the Bid Solicitation Agent pursuant to the definition of Trading Price set forth in this Indenture and instruct the Bid Solicitation Agent (if other than the Issuer) in writing to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of (NY) 27961/684/INDENTURE/WMGI.indenture.doc the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct Company provides bids to the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, then 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Wright Medical Group Inc)
Conversion Privilege. (a) Subject to and upon compliance with the further provisions of this Article 1413, each a Holder of a Note shall have Security may convert the right, at Principal Amount of 77 such Holder’s option, Security (or a portion thereof equal to convert all $1,000 or any portion (if the portion to be converted is integral multiple of $1,000 principal amount or an integral multiple in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), into Common Stock at any time prior to the close of business at the Stated Maturity only as follows:
(i) if (A) during any Conversion Period prior to August 15, 2018 if the Closing Price of the Company's Common Stock for at least twenty (20) Trading Days in a period of thirty (30) consecutive Trading Days ending on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless first day of such Conversion Period was more than 145% of the conditions described in Section 14.01(b), applicable Conversion Price on the first day of the Conversion Period or (B) at any time on or after November August 15, 2025 and prior to 2018 through the close of business on the Business Day immediately preceding prior to Stated Maturity if the Maturity Date, in each case, at an initial conversion rate Closing Price of 47.7612 shares of the Company's 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”). Neither the Trustee nor the Conversion Agent (if other is more than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any 145% of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the applicable Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.Price;
(bii) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time if during the five (5) consecutive Business Day period immediately after following any five (5) consecutive Trading Day period (the “Measurement Period”) in which the average Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection for the Securities for such five (b)(i), for each 5) Trading Day of the Measurement Period period was less than 98% of the product of the Last Reported Sale average Closing Price of the Company's Common Stock and during that five (5) Trading Day period multiplied by the Conversion Rate (the "TRADING PRICE CONDITION"); provided, however, that if on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition date of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer any conversion pursuant to the definition Trading Price Condition that is on or after August 15, 2018, the Closing Price of the Company's Common Stock on the Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids Day immediately prior to the Bid Solicitation Agent (if other Conversion Date is greater than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98100% of the product Conversion Price, Holders surrendering Securities for conversion will receive, in lieu of shares of the Last Reported Sale Price of the Company's Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning based 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, shares of the Company's Common Stock with a value equal to the Principal Amount of Securities being converted (a "PRINCIPAL VALUE CONVERSION"). If (x) Shares of the Issuer is not acting Company's Common Stock delivered upon a Principal Value Conversion will be valued at the greater of the effective Conversion Price as Bid Solicitation Agent, of the date eight Trading Days prior to the Conversion Date and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Closing Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 Conversion Date and will be delivered no later than the third Business Day following the determination 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).Closing Price;
Appears in 1 contract
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 November December 15, 2025 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 November December 15, 2025 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 54.9058 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”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination in connection with the foregoing, including any determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 20252029, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again until a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding December 15, 2029, the Company elects to:
(A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 30 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 be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate as of the Record Date for such distribution, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 15, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding December 15, 2029 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding December 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 June 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Note for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 29th Scheduled Trading Day immediately before the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 45 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption (and, as a result thereof, convertible in accordance with the provisions of this Article 14), then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes that are not Called Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increased Conversion Rate on account of the Notice of Redemption for conversions of such Notes that are not Called Notes during the related Redemption Period if such Notes that are not Called Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the rightArticle, 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 Note (i) subject to satisfaction of the conditions described in Section 14.01(b)portion thereof, at any time prior to the close of business on the Business Day immediately preceding November 15into duly authorized, 2025 under the circumstances fully paid 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 nonassessable shares of Common Stock (subject to adjustment as provided in this Article 14Section 12.12 hereof), 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”). Neither the Trustee nor at the Conversion Agent Price, determined as hereinafter provided, in effect at the time of conversion:
(1) during any Conversion Period, if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any Sale Price of the conditions described Common Stock for at least 20 Trading Days in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, 30 consecutive Trading-Day period ending on the Issuer shall reasonably cooperate with first day of the Conversion Agent in Period was more than 120% of the preparation of forms for conversion required by the Depositary’s applicable procedures.Conversion Price on that thirtieth Trading Day;
(b2) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after following any five consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day average of the Measurement Period Trading Prices for the Debentures for that five Trading-Day period was less than 9897% of the product of average Conversion Value for the Last Reported Debentures during such period; provided, however, if on the Conversion Date, the Sale Price of the Common Stock is greater than the then current Conversion Price and less than or equal to 120% of the then current Conversion Price, and the Conversion Rate on each Debentures are not otherwise convertible, the Company may satisfy such Trading Day. The Trading Prices shall conversion, at its option, in cash, Common Stock or a combination of cash and Common Stock with a value equal to the principal amount of such Debenture to be determined by the Bid Solicitation Agent converted (any such Common Stock so utilized to satisfy such conversion pursuant to this subsection proviso will be valued at 100% of the average of the Sale Prices of the Common Stock for the five Trading Days ending on the third Trading Day immediately preceding the Conversion Date);
(b)(i3) during any period in which the credit ratings assigned to the Debentures by M▇▇▇▇’▇ is lower than “B3” or by Standard & Poor’s is lower than “B-”, (2) in which the credit rating assigned to the Debentures is suspended or withdrawn by either rating agency, or (3) in which neither rating agency continues to rate the Debentures or provide ratings services or coverage to the Company;
(4) if the Company has called the Debentures for redemption; or
(5) upon the occurrence of any of the corporate transactions specified in clause (b) of this Section 12.1. 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) or, following a request by a Holder of Debentures delivered to the Company, clause (2) 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 12.1, 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 14.2, and the definition of Trading Price set forth in this Supplemental IndentureCompany shall also publicly announce such information and publish it on the Company’s web site. The Issuer Any notice so given shall provide written notice be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Notwithstanding anything to the Bid Solicitation contrary contained herein, the Conversion Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes the Debentures pursuant to clause (2) above, unless the Issuer has Company shall have requested that it make such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer unless so requested by a Holder. At such time as a written request is acting as Bid Solicitation Agentmade by a Holder, the Issuer Company shall have no obligation instruct the Conversion Agent to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes Debentures beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes the Debentures is greater than or equal to 9897% of the product average Conversion Value for five consecutive Trading Days.
(b) In addition, in the event that:
(1) (A) F▇▇▇▇▇ distributes to all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Last Reported Record Date for 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 and on the Conversion Rate. If Business Day immediately preceding the announcement of such distribution, (xB) F▇▇▇▇▇ distributes 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 Issuer is not acting Fair Market Value (as Bid Solicitation Agent, and determined by the Issuer does not instruct Board of Directors) of such distribution per share of Common Stock exceeds 10% of the Bid Solicitation Agent to determine Sale Price of a share of Common Stock on the Trading Price per $1,000 principal amount Business Day immediately preceding the date of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make declaration of such determinationdistribution, or (yC) a Change of 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 of Control because either (i) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 for specified periods (as described in the definition of Change of Control) exceeds specified levels (as described in the definition of Change of Control) or (ii) the consideration received in such Change of Control consists of Capital Stock that is freely tradeable and the Conversion Rate Debentures become convertible into that Capital Stock as specified in the definition of Change of Control, then, in each case, the Debentures may be surrendered for conversion at any time on each Trading Day and after the date that the Company gives notice to the Holders of such failure. If right, which shall be not less than 20 days prior to the Trading Price condition Ex-Dividend Time for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the Change of Control, in the case of (C), until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Time or the date the Company announces that such distribution will not take place, in the case of (A) or (B), or the earlier of 30 days after the Company’s delivery of the Repurchase Notice for Change of Control Repurchase Rights or the date the Company announces that the Change of Control will not take place, in the case of (C), or
(2) F▇▇▇▇▇ consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Common Stock would be converted into cash, securities or other property as set forth above has been metin Section 12.4 hereof, then the Issuer shall so notify Debentures may be surrendered for conversion at any time from and after the Holders, date which is 15 days prior to the Trustee and date announced by F▇▇▇▇▇ as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. The Conversion Agent (if other than the Trustee). IfRate, at any time after the Trading Price condition set forth above has been mettime, the Trading Price per shall equal (A) $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 divided by the Conversion Rate for Price at such datetime, rounded to three decimal places (rounded up if the Issuer shall so notify the Holders of the Notes, the Trustee fourth decimal place thereof is 5 or more and the Conversion Agent (if other than the Trusteeotherwise rounded down).
Appears in 1 contract
Sources: Indenture (Apogent Technologies Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple 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 November 15March 1, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November 15March 1, 2025 2017 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 35.8038 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, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15March 1, 20252017, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period. At such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Medicines Co /De)
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 November 15September 16, 2025 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 November 15at any time during the period from, 2025 and prior including, September 16, 2030 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 4.1042 Ordinary 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”). Neither the Obligation”).The Trustee nor the Conversion Agent (if other than the Trustee) shall have no duty or obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15September 16, 20252030, 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 Holders of at least $1,000,000 principal amount 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 Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading DayDay (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 Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide provides the Issuer 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 Ordinary Shares on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determinesolicit, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determinesolicit, the Trading Price per $1,000 principal amount of Notes 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 Ordinary Shares and the Conversion Rate. The Company will determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 Ordinary Shares and the Conversion Rate for such date, the Issuer Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) 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.
(ii) If, prior to the close of business on the Business Day immediately preceding September 16, 2030, the Company elects to:
(A) issue to all or substantially all holders of the Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan, in each case where such rights have not separated from the Ordinary Shares) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares 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 Ordinary Shares the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan, so long as such rights have not separated from the Ordinary Shares), 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 Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 40 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 shareholder 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 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. However, the Company will not be required to provide such notice, and the Notes will not be convertible pursuant to this Section 14.01(b)(ii) if each Holder of Notes participates, at the same time and upon the same terms as holders of the Ordinary Shares and solely as a result of holding the Notes, in such issuance or distribution without having to convert its Notes as if such Holder held a number of Ordinary Shares equal to the applicable Conversion Rate as of the record date for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Notes held by such ▇▇▇▇▇▇.
(iii) If (x) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding September 16, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (y) 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 (A) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (B) results in a reclassification, conversion or exchange of outstanding Ordinary Shares solely into shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding September 16, 2030 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”) all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the Corporate Event until the earlier of (x) the date that is 35 Scheduled 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 Scheduled Trading Days after the date the Company gives notice) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the second Scheduled Trading 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 Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such Corporate Event no later than the fifth Business Day following the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding September 16, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Note for Tax Redemption pursuant to Article 16 or Optional Redemption pursuant to Article 17, then the Holder of a Note called for Redemption may convert such Note (or any portion thereof) at any time during the Redemption Period, even if such Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of the Note called for Redemption may convert such Note (or any portion thereof) until the time that the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes pursuant to Article 17 and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 35th Scheduled Trading Day immediately before the relevant Optional Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately prior to such Optional Redemption Date (unless the Company defaults in the payment of the Redemption Price, in which case a Holder may convert such Note or beneficial interest, as applicable, until the time that 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. The Trustee shall not be obligated to make any determination in connection with the foregoing.
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the rightArticle, at such the option of the Holder’s option, to convert all any CODES 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) during any fiscal quarter, if the Sale Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading-Day period ending on the last day of the preceding fiscal quarter was more than 130% of the Conversion Price on that thirtieth Trading Day;
(2) on or before December 15, 2028, during the five Business Day period following any 10 consecutive Trading-Day period in which the average of the Trading Prices for the CODES, as determined following a written request by a Holder of CODES delivered to the Company in accordance with Section 14.2, to make a determination, for that 10 Trading-Day period was less than 98% of the average Conversion Value for the CODES during such period;
(3) during any period, following the date the CODES are rated by both Moody’s and by Standard and Poor’s, (1) when the credit ratings assigned to the CODES by ▇▇▇▇▇’▇ is lower than “Ba3” or by Standard & Poor’s is lower than “BB”, (2) in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency, or (3) in which neither agency continues to rate the CODES or provide ratings services or coverage to the Company;
(4) if the Company has called the CODES for redemption; or
(5) upon the occurrence of the corporate transactions specified in clause (b) of such Note (i) subject to satisfaction this Section 12.1. The Company shall determine on a daily basis whether the CODES shall be convertible as a result of the conditions described occurrence of an event specified in clause (1) or, following a request by a Holder of CODES delivered to the Company, clause (2) above and, if the CODES shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the CODES shall become convertible pursuant to Section 12.1, 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 14.01(b)14.2, and the Company shall also publicly announce such information and publish it on the Company’s web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Notwithstanding anything to the contrary contained herein, the Conversion Agent shall have no obligation to determine the Trading Price of the CODES pursuant to clause (2) above, unless the Company shall have requested that it make such determination; and the Company shall have no obligation to make such request unless so requested by a Holder. At such time as a written request is made by a Holder, the Company shall instruct the Conversion Agent to determine the Trading Price per CODES beginning on the next trading day and on each successive Trading Day until the Trading Price per CODES is greater than or equal to 98% of the average Conversion Value for 10 consecutive days.
(b) In addition, in the event that:
(1) (A) the Company distributes to all or substantially all holders of its shares of Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Record Date for such distribution) to subscribe for or purchase shares of Common Stock, at any time prior to a price per share less than the close Trading Price of business the Common Stock on the Business Day immediately preceding November 15the announcement of such distribution, 2025 under (B) the circumstances and during Company distributes to all or substantially 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 distribution per share of Common Stock exceeds 5% of the Trading Price of a share of Common Stock on the Business Day immediately preceding the date of declaration of such distribution, or (C) a Change of Control occurs but Holders of CODES do not have the right to require the Company to purchase their CODES as a result of such Change of Control because either (i) the Trading Price of the Common Stock for specified periods set forth (as described in Section 14.01(b), and the definition of Change of Control) exceeds specified levels (as described in the definition of Change of Control) or (ii) regardless the consideration received in such Change of Control consists of Capital Stock that is freely tradeable and the CODES become convertible into that Capital Stock as specified in the definition of Change of Control, then, in each case, the CODES may be surrendered for conversion at any time on and 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 for such distribution, in the case of (A) or (B), or within 30 days after the occurrence of the conditions described Change of Control, in Section 14.01(bthe case of (C), on or after November 15, 2025 and prior to until the earlier of the close of business on the Business Day immediately preceding the Maturity DateEx-Dividend Time or the date the Company announces that such distribution will not take place, in each casethe case of (A) or (B), at an initial conversion rate or the earlier of 47.7612 30 days after the Company’s delivery of the Repurchase Notice for Change of Control Repurchase Rights or the date the Company announces that the Change of Control will not take place, in the case of (C), or
(2) the Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Common Stock (subject to adjustment would be converted into cash, securities or other property 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described set forth in Section 14.01(b) have been satisfied. If 12.4 hereof, then the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder CODES 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 date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount actual date of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading Daytransaction. 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been mettime, the Trading Price per shall equal (A) $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 divided by the Conversion Rate for Price at such datetime, rounded to three decimal places (rounded up if the Issuer shall so notify the Holders of the Notes, the Trustee fourth decimal place thereof is 5 or more and the Conversion Agent (if other than the Trusteeotherwise rounded down).
Appears in 1 contract
Sources: Indenture (Apogent Technologies Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 148, each Holder of a Note the Notes shall have the right, at such Holder’s option, to irrevocably convert all or any portion (if provided that the portion to be converted is $1,000 in 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 November 15May 1, 2025 2019, subject to satisfaction of the conditions described in Section 8.01(b), under the circumstances and during the periods set forth in Section 14.01(b8.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15May 1, 2025 and prior to 2019 until the close of business on the second Business Day immediately preceding the Maturity Date, at any time, in each casethe case of either clause (i) or (ii), at an initial conversion rate of 47.7612 17.0068 shares of Common Stock (subject to adjustment as provided in this Article 14Section 8.03 and Section 8.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.028.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15May 1, 20252019, a Holder of Notes may surrender all or any a portion of its Notes (that is $1,000 principal amount or an integral multiple 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 Holders a Holder of at least $1,000,000 principal amount of the Notes in accordance with this subsection (b)(i)) and the definition of “Trading Price” in Section 1.01, for each Trading Day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by Day (the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of “Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent Condition”).
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 principal amount of Notes provide a Note requests such determination in writing and provides the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer shall instruct the Bid Solicitation Agent to (if other than the Issuer) to determineor, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, shall) determine the Trading Price per $1,000 principal amount of the Notes pursuant to this subsection (b)(i) and the definition of “Trading Price” beginning on the next Trading Day following the receipt of such evidence 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. Rate on such Trading Day.
(B) If (x) the Issuer is does not acting as so instruct the Bid Solicitation Agent, and the Issuer does not instruct or the Bid Solicitation Agent fails, to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence(or, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and Agent, the Issuer fails to make such determination does not) obtain bids when obligated as provided in the preceding sentence, then, in either caserequired, the Trading Price per $1,000 principal amount of the 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. .
(C) If the Trading Price condition set forth above Condition has been metmet on any Trading Day, the Issuer shall so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing on such Trading Day. If, at any time after the Trading Price condition set forth above 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 on such dateTrading Day, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
Appears in 1 contract
Sources: First Supplemental Indenture (Walter Investment Management 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 in an integral multiple thereof) Authorized Denomination of such Note 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 November August 15, 2025 2023 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 November August 15, 2025 and 2023, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 12.1212 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither Notwithstanding the Trustee nor foregoing, under no circumstances may the Conversion Agent (if other Price be less than the Trustee) shall have any duty to determine or verify the Issuer’s determination par value per share of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable proceduresCommon Stock.
(b) (i) Prior to the close of business on the Business Day immediately preceding November August 15, 20252023, a Holder may surrender all or any portion of its Notes in an Authorized Denomination 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in 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 per share of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 share of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 per share of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Conversion Rate on each Trading Day of such failure.
Appears in 1 contract
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 November October 15, 2025 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 November October 15, 2025 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of 576.7013 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”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252030, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer 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 $1,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Shares and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding October 15, 2030, the Company elects to:
(A) distribute to all or substantially all holders of the Common 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 and the Conversion Agent (if other than the Trustee) in writing at least 58 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 be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common 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 October 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding 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 October 15, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change) or a Termination of Trading, 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 October 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price 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 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 54th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 75 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 1 contract
Sources: Indenture (Ur-Energy Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each a Holder of a Note Security 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 Security prior to the close of business on the second Business Day immediately preceding November 15, 2025 under the circumstances Stated Maturity into cash 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock Stock, if applicable, based on the Applicable Conversion Rate only as follows:
(subject to adjustment as provided in this Article 141) before April 15, 2012, during any fiscal quarter of the Company (a “Conversion RateFiscal Quarter”) per $1,000 principal amount of Notes (subject toand only during such Fiscal Quarter) commencing after the Fiscal Quarter ending September 30, and in accordance with2007, if the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any Closing Sale Price of the conditions described Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding Fiscal Quarter is more than 130% of the Applicable Conversion Price in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.effect on such last Trading Day;
(b2) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period Days immediately after following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 original principal amount of Notes, the Securities (as determined following a request by Holders a Holder of at least $1,000,000 principal amount of Notes the Securities in accordance with this subsection (b)(i), the procedures described below) for each Trading Day day of the such Measurement Period was less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Applicable Conversion Rate on each such Trading Dayday. The Trading Prices shall be determined Trustee or another party appointed by the Bid Solicitation Agent Trustee will, on the Company’s behalf, determine if the Securities are convertible as a result of the Trading Price of the Securities and notify the Company and the Trustee if the Trustee has appointed another party to determine if the Securities are convertible pursuant to this subsection clause (b)(i) and 2); provided, that the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if Trustee or such other than the Issuer) of the three independent nationally recognized securities dealers selected Person appointed by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes the Securities unless the Issuer Company has requested such determination, determination and the Issuer Company shall have no obligation to make such request unless requested to do so in writing by a Holder of the Security. Upon making any such request, any such requesting Holder shall provide reasonable evidence that (orA) such requesting Holder is a Holder of the Security as of the date of such notice, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine and (B) the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes Securities would be less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Applicable Conversion Rate for each Trading Day during on that day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 original principal amount of Notes the Securities is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Applicable Conversion Rate. If ;
(x3) any time on or after April 15, 2012 and prior to the Issuer is not acting as Bid Solicitation Agent, and close of business on the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated second Business Day immediately preceding Stated Maturity;
(4) as provided in clause (b) of this Section 10.01; and
(5) upon a redemption in connection with a Specified Accounting Change pursuant to Section 3.01, at any time beginning on the preceding sentencedate of the notice of redemption until the Trading Day prior to the Redemption Date. The Company or, if applicable, the Conversion Agent (in the case of a conversion pursuant to clause (1) above) or the Trustee (in the case of a conversion pursuant to clause (2) above) on behalf of the Company, shall determine on a daily basis during the time periods specified in Section 10.01(a)(1) or, following a request by a Holder of Securities in accordance with the procedures specified in Section 10.01(a)(2), whether the Securities shall be convertible as a result of the occurrence of an event specified in such Sections and, if the Securities shall be so convertible, the Company, the Conversion Agent or the Trustee, as applicable, shall promptly deliver to the Conversion Agent, the Trustee or the Company, as applicable, written notice thereof. Whenever the Securities shall become convertible pursuant to this Section 10.01 (as determined in accordance with this Section 10.01), the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall promptly notify the Holders of the event triggering such convertibility in the manner provided in Section 12.02, or if the Issuer instructs Company shall promptly disseminate a press release and use its reasonable efforts to post the Bid Solicitation Agent information on its website or otherwise publicly disclose the information. Any notice so given shall be conclusively presumed to obtain bids and have been duly given, whether or not the Bid Solicitation Agent fails Holder receives such notice.
(b) In the event that:
(1) (A) the Company distributes to make all or substantially all holders of Common Stock rights or warrants entitling them to purchase, for a period expiring within 60 days after the date of such determinationdistribution, Common Stock at less than the average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the Trading Day immediately preceding the public announcement date for such distribution; or (B) the Company distributes to all or substantially all holders of Common Stock cash, debt securities, rights or warrants to purchase the Company’s securities, or other assets (y) excluding dividends or distributions described in Section 10.04(a)), which distribution has a per share value as determined by the Issuer is acting as Bid Solicitation Agent and Board of Directors exceeding 10% of the Issuer fails to make average of the Closing Sale Prices of the Common Stock for the five consecutive Trading Days ending on the Trading Day immediately preceding the public announcement date of such determination when obligated as provided in the preceding sentencedistribution, then, in either case, the Securities may be surrendered for conversion at any time on and after the date that the Company gives notice to the Holders of such distribution, which shall be not less than 30 calendar days prior to the Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date on which the Company announces that such distribution shall not take place, even if the Securities are not otherwise convertible at such time; provided that no Holder of a Security shall have the right to convert its Securities if the Holder is entitled to participate in such distribution (based on the Applicable Conversion Rate) without conversion; or
(2) a Fundamental Change occurs prior to Stated Maturity (regardless of whether Holders have a right to require the Company to repurchase the Securities upon such Fundamental Change as set forth in Article 3), then the Securities may be surrendered for conversion at any time from and after the date that is 30 calendar days prior to the anticipated effective date of such transaction until and including the date that is 30 calendar days after the actual effective date of such transaction (or, if such transaction also constitutes a Fundamental Change pursuant to which Holders have a right to require the Company to repurchase the Securities pursuant to Section 3.02, until the close of business on the Business Day immediately preceding the applicable Fundamental Change Repurchase Date). The Company shall notify Holders and the Trustee as promptly as practicable following the date that it publicly announces the Fundamental Change transaction giving rise to the above conversion right (but in no event less than 30 calendar days prior to the anticipated effective date of such transaction).
(c) If a Fundamental Change occurs prior to Stated Maturity and a Holder elects to convert its Securities in connection with such Fundamental Change (regardless of whether such Holder has the right to require the Company to repurchase its Securities as set forth in Article 3), the Applicable Conversion Rate 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 a Fundamental Change if (i) at least 90% of the consideration paid for the Company’s Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Fundamental Change transaction consists of shares of capital stock traded on the New York Stock Exchange or a U.S. national securities exchange or quoted on another 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 Securities become convertible into such shares of such capital stock or (ii) the Company elects to adjust the Conversion Rate and the related Conversion Obligation in connection with a Public Acquirer Change in Control pursuant to subsection (d) of this Section. The Company shall notify each of the Holders and the Trustee of the Fundamental Change no later than 30 Scheduled Trading Days prior to the anticipated effective date of the Fundamental Change. Such notice shall also state whether such Fundamental Change will also constitute a Public Acquirer Change in Control and whether the Company will elect to adjust the Conversion Rate and the related Conversion Obligation pursuant to subsection (d) of this Section. A conversion of the Securities will be deemed for these purposes to be “in connection with” a Fundamental Change if the Conversion Notice is received by the Conversion Agent from and including the date that is 30 calendar days prior to the anticipated effective date of the Fundamental Change to the close of business on the date that is the later to occur of (i) 30 calendar days after the actual effective date of the Fundamental Change and (ii) the Fundamental Change Repurchase Date. The number of Additional Shares to be added to the Applicable Conversion Rate as described in the immediately preceding paragraph shall be determined by reference to the table attached as Schedule I hereto, based on the effective date of such Fundamental Change transaction and the Stock Price paid in connection with such transaction; provided that if the Stock Price is between two Stock Price amounts in the table or such 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 higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. The “effective date” with respect to a Fundamental Change transaction means the date that a Fundamental Change becomes effective. The Stock Prices set forth in the first row of the table in Schedule I hereto shall be adjusted as of any date on which the Applicable Conversion Rate of the Securities is adjusted pursuant to Section 10.04. 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 Applicable Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Applicable Conversion Rate as so adjusted. The number of Additional Shares shall be adjusted in the same manner as the Applicable Conversion Rate as set forth in Section 10.04. Notwithstanding the foregoing, in no event will the maximum conversion rate exceed 95.6937 per $1,000 principal amount of Notes shall be deemed notes, subject to be less than 98% adjustments in the same manner as the Applicable Conversion Rate as set forth in Section 10.04.
(d) In the event of a Fundamental Change constituting a Public Acquirer Change in Control, the product Company may, in lieu of adjusting the Last Reported Sale Price applicable Conversion Rate as provided in subsection (c), elect, by giving notice in writing to all Holders and the Trustee of the Common Stock and such election in accordance with subsection (c) of this Section, to adjust the Conversion Rate on each Trading Day and the related Conversion Obligation such that from and after the effective date of such failure. If the Trading Price condition set forth above has been metPublic Acquirer Change in Control, the Issuer Holders shall so notify the Holders, the Trustee and the be entitled to convert their Securities into a number of shares of Public Acquirer Common Stock at a Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or Rate equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such datein effect immediately prior to the Public Acquirer Change in Control multiplied by a fraction the numerator of which shall be (i) in the case of a share exchange, merger or binding share exchange pursuant to which Common Stock is converted into cash, securities or other property, the Issuer shall so notify average value of all cash and any other consideration paid or payable per share of Common Stock or (ii) in the Holders case of any other Public Acquirer Change in Control, the average of the NotesClosing Sale Prices of Common Stock for the ten (10) consecutive Trading Days prior to but excluding the effective date of such Public Acquirer Change in Control, the Trustee and the Conversion Agent denominator of which shall be the average of the Closing Sale Prices of the Public Acquirer Common Stock for the ten (if other than 10) consecutive Trading Days commencing on the Trustee)Trading Day next succeeding the effective date of such Public Acquirer Change in Control.
Appears in 1 contract
Sources: Indenture (Parker Drilling Co /De/)
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 in
Section 14.01(b13.01 (b), at any time prior to the close of business on the Business Day immediately preceding November June 15, 2025 2019 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November June 15, 2025 2019 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 38.7162 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November June 15, 20252019, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than to determine in the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, manner provided herein 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 Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
(ii) If, prior to the close of business on the Business Day immediately preceding June 15, 2019, the Company elects to:
(A) issue to all or substantially all holders of its 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 its 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 its Common Stock the Company’s assets, debt 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 25 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Notes may be surrendered 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. Notwithstanding the foregoing, no Notes may be surrendered for conversion if Holders 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 clauses (A) or (B) of this subsection (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 ▇▇▇▇▇▇. For purposes of Section 13.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such 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, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
Appears in 1 contract
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 of $1,000 in excess thereof) of such Note 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 November April 15, 2025 2030 under the circumstances and during the periods set forth in Section 14.01(b), and ; and
(ii) regardless of the conditions described in Section 14.01(b), on or after November April 15, 2025 and 2030, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 7.6199 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November April 15, 20252030, a Holder may surrender all or any portion of its Notes (that is $1,000 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determinationsolicitation in writing, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) in writing to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence 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 RateRate on such Trading Day. If (x) At such time as the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct Company shall direct the Bid Solicitation Agent (if other than the Company) in writing to determine solicit the Trading Price per $1,000 principal amount of Notes when obligated as provided in bid quotations, the preceding sentence, or if the Issuer instructs Company shall provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects for this purpose, and the Company shall direct those securities dealers to obtain provide bids and to the Bid Solicitation Agent fails to make such determination, or in accordance with the definition of “Trading Price.”
(yB) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
Appears in 1 contract
Sources: Indenture (Itron, 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 solely into cash (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 November May 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2018, and (ii) regardless of the conditions described in Section 14.01(b), on or after November at any time during the period from, and including, May 15, 2025 and prior 2018 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 63.9844 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”). Neither the Trustee nor the Conversion Agent (if The Notes shall not be convertible into shares of Common Stock or any other than the Trustee) shall have securities under any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedurescircumstances.
(b) (i) Prior to the close of business on the Business Day immediately preceding November May 15, 20252018, a Holder may surrender all or any portion of its Notes for conversion solely into cash 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, determination in writing; and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time time, the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) in writing to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been metmet on any Trading Day, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing within one Business Day of such Trading Day. If, at any time after the Trading Price 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 dateTrading Day, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413 (including, for the avoidance of doubt, the restrictions set forth in Section 13.12), 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 November 15, 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, Date at an initial conversion rate of 47.7612 333.3333 shares of Common Stock (subject to adjustment as provided in this Article 14, 13) (the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither With respect to any Notes that are converted after the Trustee nor the Conversion Agent date of issuance of a Redemption Notice (if other than the Trusteein connection with an Acquisition Redemption) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior and prior to the close of business on the Business Scheduled Trading Day immediately preceding November 15, 2025, the related Redemption Date (unless the Company fails to pay the redemption price as required under Section 3.07 (in which case a Holder may surrender all convert such Note until the redemption price, including the Applicable Premium (if any), has been paid or any portion duly provided for), in addition to the payment or delivery of its Notes for the consideration due upon conversion at any time during as described in Section 13.02, 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 NotesCompany shall pay or deliver, as determined following a request by Holders the case may be, the Make-Whole Premium in cash, shares of at least $1,000,000 principal amount 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 or a combination of cash and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition shares of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading PriceCommon Stock, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided specified in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids Redemption Notice and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided described 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Section 3.07.
Appears in 1 contract
Sources: Indenture (I/O Marine Systems, 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 in excess thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15August 1, 2025 2018 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15August 1, 2025 2018 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 40.2945 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15August 1, 20252018, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Business-Day period immediately after any five consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(ii) If, prior to the close of business on the Business Day immediately preceding August 1, 2018, the Company elects to:
(A) issue to all or substantially all holders of its 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 its 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 its Common Stock the Company’s assets, debt 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) in writing at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Notes may be surrendered 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. For purposes of this Section 13.01(b)(ii)(A) and Section 13.04(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such 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 for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. Notwithstanding the immediately preceding paragraph, Holders of the Notes will not be permitted to so surrender their Notes for conversion if such Holders are entitled to participate (solely as a result of holding the Notes), at the same time and on the same terms as Holders of the Common Stock, in such issuance or distribution 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 transaction or event that (x) constitutes a Fundamental Change occurs, (y) constitutes a Make-Whole Fundamental Change occurs or (z) if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s assets, pursuant to which the Common Stock would be converted into cash, securities or other assets not set forth in (x) and (y) above, in each case prior to the close of business on the Business Day immediately preceding August 1, 2018, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.01, then the Notes may be surrendered for conversion at any time from or after the effective date of the transaction or event until the earlier of (A) 35 Trading Days after the actual effective date of such transaction or event (or, if later, the date on which the Company delivers written notice of such transaction or event) or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date, and (B) 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 no later than five Business Days following the date the Company publicly announces such transaction or event.
(iv) Prior to the close of business on the Business Day immediately preceding August 1, 2018, the Notes may be surrendered for conversion during any calendar quarter commencing after the calendar quarter ending on June 30, 2013 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than 130% of the Conversion Price on each applicable Trading Day. The Conversion Agent, on behalf of the Company, shall determine at the beginning of each calendar quarter commencing after June 30, 2013 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.
(v) If the Company calls a Holder’s Notes for Optional Redemption pursuant to Article 15, such Holder shall have the right to convert such Holder’s Notes until the close of business on the Business Day immediately preceding the applicable Redemption Date (or, if the Company defaults in the payment of the Redemption Price in respect of such Optional Redemption, such date on which such default is no longer continuing), after which time such right to convert will expire.
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each a Holder of a Note Security 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 Security into shares of Common Stock at the Conversion Rate in effect on the date of conversion:
(i1) subject to satisfaction during any fiscal quarter of the conditions described in Section 14.01(bCompany (a "Fiscal Quarter"), if as of the last day of the immediately preceding Fiscal Quarter, the Sale Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the last day of such preceding Fiscal Quarter was more than 120% of the Conversion Price in effect on such 30th Trading Day;
(2) at any time prior to the close of business on the Business Day immediately preceding November 15the date fixed for redemption, 2025 under if such Security has been called for redemption pursuant to Article 3 hereof;
(3) at any time following the circumstances occurrence and during the periods set forth continuance of an Event of Default; or
(4) as provided in Section 14.01(b)(b) of this Section 10.01. The Company or a designated agent shall determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) above and, if the Securities shall be so convertible, the Company shall promptly deliver to the Trustee and Conversion Agent written notice thereof. Whenever the Securities shall become convertible pursuant to Section 10.01, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall promptly notify the Holders of the event triggering such convertibility in the manner provided in Section 11.02, and the Company shall also promptly publicly announce such information through Dow Jones & Company, Inc. or Bloomberg Business News and publ▇▇▇ ▇t on the Company's Web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.
(iib) regardless of In addition, in the conditions event that:
(1) the Company makes a distribution described in Section 14.01(b10.03(d) or (e), the Fair Market Value (as determined by the Board of Directors) of such distribution per share of Common Stock exceeds 15% of the Sale Price of a share of Common Stock on or the Business Day immediately preceding the date of declaration of such distribution, then, in each case, the Securities may be surrendered for conversion at any time on and after November 15the date that the Company gives notice to the Holders of such right, 2025 and which shall be not less than 20 days prior to the Ex-Dividend Time for such distribution, until the earlier of the close of business on the Business Day immediately preceding the Maturity DateEx-Dividend Time or the date the Company announces that such distribution will not take place.
(2) the Company consolidates with or merges into another Person, in each caseor transfers, at an initial conversion rate sells, leases or otherwise disposes of 47.7612 all or substantially all of its assets, or is a party to a binding share exchange pursuant to which the shares of Common Stock (subject to adjustment would be converted into cash, securities or other property 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described set forth in Section 14.01(b) have been satisfied. If 10.04 hereof, then the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder Securities 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 date which is 15 days prior to the date announced by the Company as the anticipated effective time of such transaction until 15 days after any five consecutive Trading Day period (the “Measurement Period”) in which actual date of such transaction, and, at such effective time, the Trading Price per $1,000 principal amount right to convert the Securities into shares of NotesCommon Stock shall be changed, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer shall provide written notice Section 10.04, into a right to convert into the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, kind and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless such cash, securities or other property which the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 Holder of such failure. If Securities would have received if such Holder had converted the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal Securities immediately prior to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)transaction.
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 in principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b9.01(b), at any time prior to the close of business on the Business Day immediately preceding November January 15, 2025 2018 under the circumstances and during the periods set forth in Section 14.01(b9.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b9.01(b), on or after November January 15, 2025 and prior to 2018 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 41.3770 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.029.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November January 15, 20252018, a Holder of Notes may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the Bid Solicitation Agent pursuant to procedures and conditions described in this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture). The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been metmet on any Trading Day, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing on such Trading Day, in accordance with Section 10.02 of the Base Indenture. If, at any time after the Trading Price 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 applicable Conversion Rate for such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee), in accordance with Section 10.02 of the Base Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Auxilium Pharmaceuticals Inc)
Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’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 set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November March 15, 2025 2028 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November March 15, 2025 2028 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 108.0847 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, Company and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Trustee with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to Company will determine, or if will instruct the Issuer is acting as Bid Solicitation Agent, the Issuer shall Trustee to determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer shall Company will so notify the HoldersNoteholders, the Trustee and the Conversion Agent and issue a press release (if other than and make the Trustee)press release available on the Company’s website) announcing the satisfaction of the condition. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer shall Company will so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.
Appears in 1 contract
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 November March 15, 2025 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 November March 15, 2025 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 8.0155 shares of Class A 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”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November March 15, 20252030, 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 Holders of at least $1,000,000 principal amount 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer 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 $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 Class A Common Stock on such Trading Day and the Conversion Rate for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 Class A Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 Class A Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2030, the Company elects to:
(A) distribute to all or substantially all holders of the Class A 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 Class A 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 Class A Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Class A 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 Class A 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 Class A 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 Class A Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for 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 be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Class A 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 Class A Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such ▇▇▇▇▇▇.
(iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Class A Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 15, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding March 15, 2030, 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 October 31, 2025 (and only during such fiscal quarter), if the Last Reported Sale Price of the Class A 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 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 fails to pay the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of the related Notice of Redemption in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, 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 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 1 contract
Sources: Indenture (Rubrik, 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 of $1,000 in excess thereof) of such Note 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 November 15January 1, 2025 2026 under the circumstances and during the periods set forth in Section 14.01(b), and ; and
(ii) regardless of the conditions described in Section 14.01(b), on or after November 15January 1, 2025 and 2026, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 13.5483 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252026, a Holder may surrender all or any portion of its Notes (that is $1,000 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
Appears in 1 contract
Sources: Indenture (TripAdvisor, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15January 1, 2025 2020, under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15January 1, 2025 2020, and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 21.8718 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252020, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Business-Day period immediately after any five ten consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
Appears in 1 contract
Sources: Indenture (Encore Capital Group Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14Nine, each a Holder of a Note shall have Security may convert such Security into cash and, if applicable, Common Stock (or other property), on or prior to November 15, 2035, if any of the rightfollowing conditions is satisfied:
(i) prior to November 15, 2033, during any Quarter commencing after the Issue Date, and only during such Quarter, if the Closing Sale Price of the Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the Quarter immediately preceding such Quarter (appropriately adjusted to take into account the occurrence, during such 30 consecutive Trading-Day period, of any event requiring adjustment of the Conversion Price under this Indenture) is more than 125% of the Conversion Price on such 30th Trading Day;
(ii) on or after November 15, 2033, at such Holder’s option, to convert all times on or after any portion date thereafter on which the Closing Sale Price of the Common Stock is more than 125% of the then current Conversion Price of the Securities;
(if iii) during the portion to be converted is five consecutive Business-Day period after any five consecutive Trading-Day period in which the Trading Price per $1,000 principal amount or an integral multiple thereof) of Securities, as determined following a request by a Holder in accordance with the procedures described below in Section 9.01(d), for each Trading Day of such Note (i) subject to satisfaction five Trading-Day period was less than 95% of the conditions described product of the average of the Closing Sale Prices of the Common Stock for such five Trading-Day period and the then current Conversion Rate; [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]]
(iv) such Security has been called for redemption by the Company pursuant to Section 3.07 and the redemption has not yet occurred, so long as the Holder surrenders such Security for conversion (or if the Security is held in Section 14.01(b)book-entry form, at any time complete and deliver to the Depository appropriate instructions in accordance with the Applicable Procedures) prior to the close of business on the date that is one Business Day prior to the applicable Redemption Date (unless the Company shall default in paying the Redemption Price when due, in which case the conversion right shall terminate on the date such default is cured and such Security is redeemed), even if the Security is not otherwise convertible at such time;
(A) a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase shares of Common Stock at a price less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or
(B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding November 15the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(v) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(v) on an as-converted basis solely into Common Stock at the then applicable Conversion Price without conversion of such Holder’s Securities; or
(vi) if the Company is party to a consolidation, 2025 under merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the circumstances Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and during after the periods set forth in Section 14.01(beffective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction.
(b) In the case of the foregoing Sections 9.01(a)(v)(A) and 9.01(a)(v)(B), the Company shall cause a notice of such distribution to be filed with the Trustee and (ii) regardless the Conversion Agent and to be mailed to each Holder of the conditions described in Section 14.01(b), on or after November 15, 2025 and Securities no later than 20 days [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the Maturity Ex-Dividend Date or the Company’s announcement that such distribution will not take place. The “Ex-Dividend Date, in each case, at an initial conversion rate ” for any such issuance or distribution means the first date on which a sale of 47.7612 shares of the Common Stock (subject does not automatically transfer the right to adjustment as provided in this Article 14, receive the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, relevant distribution from the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any seller of the conditions described in Section 14.01(b) have been satisfied. If Common Stock to the Notes are held by a Depositary, buyer of the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable proceduresCommon Stock.
(bc) (i) Prior For each Quarter of the Company commencing prior to the close of business on the Business Day immediately preceding November 15, 20252033, a Holder may surrender all or any portion the Conversion Agent, on behalf of its Notes for conversion at any time during the five Company, shall determine, on the first Business Day period immediately after any five consecutive Trading Day period (following the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each last Trading Day of the Measurement Period was less than 98% immediately preceding Quarter, whether the Securities are convertible pursuant to clause (i) of Section 9.01(a), and, if so, shall notify the Trustee and the Company in writing. From November 15, 2033, the Conversion Agent shall determine, on behalf of the product Company, on each Trading Day to and including the first day on which the Securities are convertible pursuant to clause (ii) of Section 9.01(a), whether the Last Reported Sale Price of Securities are convertible pursuant to such provision, and, if so, shall notify the Common Stock Trustee and the Conversion Rate on each such Trading DayCompany in writing. The Trading Prices shall be determined by If the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price conditions set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent clauses (if other than the Issueri) and (ii) of Section 9.01(a) have been met, the three independent nationally recognized securities dealers selected by Company shall so notify the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent Holders.
(if other than the Issuer). d) The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes the Securities pursuant to clause (iii) of Section 9.01(a) unless the Issuer Company has requested such determination, determination in writing; and the Issuer Company shall have no obligation to make such request (or, if unless a Holder of the Issuer is acting as Bid Solicitation Agent, Securities provides the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would Securities is reasonably likely to be less than 9895% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price then in effect per $1,000 principal amount of Notes Securities. If a Holder provides such evidence or if the Company otherwise elects to require such determination, the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes the Securities is greater than or equal to 9895% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate. If (x) The Trustee shall promptly notify the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount Company of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such its 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 failureday. If the Trading Price condition set forth above in clause (iii) of Section 9.01(a) has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent .
(if other than the Trustee). If, at e) A Holder of Securities is not entitled to any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount rights of Notes is greater than or equal to 98% a holder of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate until such Holder has tendered its Securities for such dateconversion and, the Issuer shall so notify the Holders if applicable, has received shares of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Common Stock as provided herein.
Appears in 1 contract
Sources: Indenture (Chesapeake Energy 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 November June 15, 2025 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 November June 15, 2025 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 89.2160 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”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November June 15, 20252030, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer 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 $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding June 15, 2030, the Company elects to:
(A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 48 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, 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 be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding June 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding June 15, 2030, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than 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 15, 2030, 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 December 28, 2025 (and only during such fiscal quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding fiscal quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Notes for 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 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 (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 Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for 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).
Appears in 1 contract
Sources: Indenture (Enovix Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15February 1, 2025 2022 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November 15February 1, 2025 2022 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 46.8516 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15February 1, 20252022, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than to determine in the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, manner provided herein 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 Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
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 solely into cash (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 November May 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2021, and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November during the period from, and including, May 15, 2025 and prior 2021 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 46.8165 Ordinary 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”). Neither the Trustee nor the Conversion Agent (if The Notes shall not be convertible into Ordinary Shares or any other than the Trustee) shall have securities under any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedurescircumstances.
(b) (i) Prior to the close of business on the Business Day immediately preceding November May 15, 20252021, a Holder may surrender all or any portion of its Notes for conversion at any time solely into cash 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 Holders of at least $1,000,000 principal amount 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 Ordinary Shares and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested it in writing to make such determinationdetermination in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock Ordinary Shares and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) in writing to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes in accordance with the provisions of the definition of Trading Price set forth in this Indenture 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 the Last Reported Sale Price of the Common Stock Ordinary Shares and the Conversion Rate. If on any date of determination (xi) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes from an independent nationally recognized securities dealer on any determination date, (ii) the Company has failed to request the Bid Solicitation Agent to obtain bids when required, (iii) the Company requested the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent has failed to obtain such bids or (iv) the Bid Solicitation Agent has obtained one or more such bids but the Company has failed to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in for the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentencerelevant day, then, in either any such case, the Trading Price per $1,000 principal amount of Notes on such determination date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock Ordinary Shares and the Conversion Rate for the Notes on each Trading Day of such failuredate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 Ordinary Shares and the applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November September 15, 2025 2020, under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November September 15, 2025 2020, and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 16.8386 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252020, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Business-Day period immediately after any five ten consecutive Trading Trading-Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(ii) If, prior to the close of business on the Business Day immediately preceding September 15, 2020, the Company elects to:
(A) issue to all or substantially all holders of its 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 its 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 its Common Stock the Company’s assets, debt 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) in writing at least 55 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Notes may be surrendered 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. For purposes of this Section 13.01(b)(ii)(A) and Section 13.04(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such 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 for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
Appears in 1 contract
Sources: Indenture (Encore Capital Group 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 1413, each Holder of a Note Noteholder shall have the right, at such Holderholder’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 Close of business Business on the Business scheduled Trading Day immediately preceding November 151, 2025 2013 at a rate (the “Conversion Rate”) of 47.2813 shares of Common Stock (subject to adjustment by the Company as provided in Section 13.03) 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 November 1, and (ii) 2013, regardless of the conditions described in Section 14.01(bclause (i), on (ii) and (iii) below, and upon compliance with the provisions of this Article 13, a Noteholder shall have the right, at such holder’s option, to convert all or after November 15, 2025 and any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note at the Conversion Rate at any time prior to the close Close of business Business on the Business scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior The Notes shall be convertible prior to the close of business on the Business Day immediately preceding November 151, 20252013, 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 Holders of at least $1,000,000 principal amount 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 such date and the Conversion Rate on each such Trading Day. 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 Supplemental IndentureTrustee. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Issuer has requested such determinationCompany to do so in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Noteholder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes 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 and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make on such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 failuredate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Noteholders. If, at any time after the Trading Price 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 Maturity Date during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending March 31, 2007, if the Last Reported Sale Price of the Common Stock for twenty (20) or more Trading Days in a period of thirty (30) consecutive Trading Days ending on the last Trading Day df 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 Maturity Date 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 the 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 Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date 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 for the Trading Day immediately preceding the date of declaration 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, even if the Notes are not otherwise convertible at such time. The Company shall notify holders of any distribution referred to in either clause (i) or clause (ii) above and of the resulting conversion right at least twenty (20) Business Days 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 combines or consolidates with or merges with or into another Person or is a party to a binding share exchange or sells or conveys 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 holders may surrender Notes for conversion at any time from and after the date which is fifteen (15) scheduled Trading Days prior to the anticipated effective date of the transaction until and including the date that is fifteen (15) scheduled Trading Days after the effective date of such transaction; provided such transaction does not otherwise constitute a Fundamental Change to which the provisions of Section 13.01 (d) shall apply. The Company will notify holders of Notes of the resulting conversion right at least fifteen (15) scheduled Trading Days prior to the anticipated effective date of such transaction. The Board of Directors shall determine in good faith 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 not later than two Business Days prior to the end of such 15-day period.
(d) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a holder may surrender Notes for conversion at any time from and after the date which is fifteen (15) scheduled Trading Days prior to the anticipated effective date of such transaction or event until and including the later of the date which is fifteen (15) scheduled Trading Days after the effective date of such transaction or event or the related Fundamental Change Repurchase Date. The Company shall give notice in writing to all record Noteholders and the Trustee of the Fundamental Change no later than fifteen (15) scheduled Trading Days prior to the anticipated effective date of the Fundamental Change. The Board of Directors shall determine in good faith the anticipated effective date of the Fundamental Change, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company not later than two Business Days prior to the end of such 15-day period.
(i) If a Noteholder elects to convert Notes at any time on or after the 15th scheduled Trading Day prior to the anticipated effective date of a Fundamental Change in connection with a Fundamental Change and prior to the Fundamental Change Repurchase Date, 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. 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. For purposes of this Section 13.01(e), a conversion shall be deemed to be “in connection” with a Fundamental Change to the extent that such dateconversion is effected during the time period specified in Section 13.01(d) (regardless of whether the 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 is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the Issuer number of Additional Shares shall so notify be determined by a straight-line interpolation between the Holders 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 $60.00 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 13.03), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $18.00 per share (subject to adjustment in the same manner as set forth in Section 13.03), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the number of additional shares of Common Stock issuable upon conversion in connection with a Fundamental Change exceed 8.2743 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 13.03).
(iii) The Stock Prices set forth in the first row of the Notestable 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 Trustee 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 Agent 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 13.03 (if other than by operation of an adjustment to the TrusteeConversion Rate by adding Additional Shares).
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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 November 15, 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 November 15, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 281.4491 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”). Neither Notwithstanding anything to the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described contrary in this Section 14.01(b) have been satisfied. If 14.01 and Section 14.15, the Notes are held by will not be convertible at such Holder’s option during the period beginning on the date the aggregate number of shares of Common Stock issued (or pending issuance following a Depositary, Conversion Date) pursuant to this Indenture equals the Issuer shall reasonably cooperate with Share Issuance Cap and ending on the Conversion Agent in the preparation earlier of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior March 31, 2025 and (ii) the date the Requisite Stockholder Approval is obtained (such earlier date, the “Conversion Limit End Date”); provided that, to the close extent the Conversion Date of business on one or more Notes occurred prior to the Business Day immediately preceding November 15Conversion Limit End Date and the settlement of such conversions would result in the aggregate number of shares of Common Stock issued pursuant to this Indenture in excess of the Share Issuance Cap, 2025, the Company will not issue a Holder may surrender all or any portion number of its Notes for shares of Common Stock greater than the Share Issuance Cap and instead the conversion at any time during of 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 Holders of at least $1,000,000 principal amount 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 that correspond to such excess shall be null and void and treated as if never made and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 settlement of such failure. If the Trading Price condition set forth above has been met, the Issuer conversions shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify occur on a pro rata basis among the Holders of the Notes, the Trustee and the who have submitted their Notes on such Conversion Agent (if other than the Trustee)Date.
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Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15December 1, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2020 and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15December 1, 2025 2020 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 10.3770 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15December 1, 20252020, 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 10 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 Holders of at least $1,000,000 principal amount 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 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and . The Company shall direct such securities dealers to provide determine the Trading Price in accordance with the bids to it receives from the Bid Solicitation Agent (if other than the IssuerCompany). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine in the manner described above the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationdetermination and provided the names and contact information of three nationally recognized securities dealers selected by the Company, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer does Company does, when the Company is required to, not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instructions to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2020, the Company elects to:
(A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan of the Company so long as such rights have not separated from the Common Stock) entitling them, for a period of not more than 35 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 of the Company so long as such rights have not separated from the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes (with a copy to the Trustee and Conversion Agent), the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 35 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 (with a copy to the Trustee and Conversion Agent) for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. A Holder may not exercise this right if such Holder participates (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 in this Section 14.01(b)(ii) without having to convert its Notes as if such Holder held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
Appears in 1 contract
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 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 November June 15, 2025 2022 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 November June 15, 2025 and 2022, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 6.7482 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November June 15, 20252022, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures described below in 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
Appears in 1 contract
Conversion Privilege. (a) Subject to the conditions described below, and upon compliance with the provisions of this Article 1415, each Holder of a Note Debentureholder shall have the right, at such Holderholder’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), Debenture at any time prior to the close of business on the Business Day immediately preceding November February 15, 2025 under 2035 into cash and fully paid and shares of Class A Common Stock, if any, at a rate (the circumstances and during “Conversion Rate”) of 9.7282 shares of Class A Common Stock (subject to adjustment as provided in this Indenture) per $1,000 principal amount of Debenture (the periods set forth in Section 14.01(b“Conversion Obligation”); provided that, and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity DateFebruary 15, in each case, at an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment 2009 holders may convert their Debentures only 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.below:
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), Debentures for each Trading Day day of the such Measurement Period was less than 98103% of the product of the Last Reported Sale Price of the Common Stock on such date and the Conversion Rate on each such Trading Day. The Trading Prices shall be date, all as determined by the Bid Solicitation Agent pursuant to this subsection Trustee, as provided below.
(b)(iii) and the definition of Trading Price set forth as provided in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading PriceSection 15.01(b), along with appropriate contact information for eachSection 15.01(c), and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the IssuerSection 15.01(d). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to not determine the Trading Price per $1,000 principal amount of Notes the Debentures unless requested by the Issuer has requested such determinationCompany to do so in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Debentureholder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes the Debentures would be less than 98103% of the product of (a) the then-applicable Conversion Rate of the Debentures and (b) the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes the Debentures beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Debenture is greater than or equal to 98103% of the product of (a) the then-applicable Conversion Rate of the Debentures and (b) the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make on such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 failuredate. If the Trading Price condition set forth in Section 15.01(a)(i) above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Debentureholders. If, at any time If after the Trading Price condition set forth above in Section 15.01(a)(i) has been met, the Trading Price per $1,000 principal amount of Notes Debentures is greater than or equal to 98103% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate for such date, the Issuer Company shall so notify the Holders of Debentureholders. The Company shall disseminate a press release through Dow ▇▇▇▇▇ & Company, Inc. or Bloomberg Business News stating that the Notes, condition in Section 15.01(a)(i) has been met or ceased to be met (or publish the Trustee and the Conversion Agent (if information on its website or through such other than the Trusteepublic medium it may use at that time).
Appears in 1 contract
Sources: Indenture (Blackrock Inc /Ny)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b)Error! Reference source not found., at any time prior to the close of business on the Business Day immediately preceding November September 15, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b)Error! Reference source not found., and (ii) regardless of the conditions described in Section 14.01(b)Error! Reference source not found., on or after November September 15, 2025 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 4.3720 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252027, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. At such time as the Company instructs the Bid Solicitation Agent (if other than the Company) to obtain bids, the Company shall provide the Bid Solicitation Agent with the names and contact information for the securities dealers it selected and the Company shall instruct such securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
Appears in 1 contract
Sources: Indenture (Axon Enterprise, 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 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 November January 15, 2025 2019 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 November January 15, 2025 2019 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 67.4093 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the IssuerCompany’s determination of whether any of the conditions described in Section Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November January 15, 20252019, 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the IssuerCompany). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 dateTrading Day, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
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(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November August 15, 2025 2015 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November August 15, 2025 2015 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 52.2766 shares of Common Stock (subject to adjustment as provided in this Article 14Section 13.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November August 15, 20252015, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 2,000,000 aggregate principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Ares Capital 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 a minimum of $1,000 principal amount or an integral a 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 November 15, 2025 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 November 15, 2025 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial base conversion rate of 47.7612 9.8936 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Base Conversion Rate”) per $1,000 principal amount of Notes Notes, and such Base Conversion Rate, after giving effect to the application of the Incremental Share Factor in calculating the Daily Conversion Rate Fractions and corresponding Settlement Amount (as set forth and as subject to adjustment as provided in this Article 14, the “Conversion Rate”), (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither Both the Trustee nor Base Conversion Rate and the Conversion Agent (if other than the Trustee) shall have any duty Rate are subject to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent Rate Cap as provided in the preparation of forms for conversion required by the Depositary’s applicable proceduresthis Indenture.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 20252026, 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 10 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(iSection 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 Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 14.01(b)(i) and the definition definitions of Trading Price and Conversion Rate applicable to this Section 14.01(b)(i) set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Microchip Technology Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock 240.3846 Ordinary Shares (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.029.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior If, prior to the close of business on the Business Day immediately preceding November 15July 1, 20252030, a Holder may surrender the Company elects to:
(i) distribute to all or substantially all holders of the Ordinary Shares any portion rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of its Notes such rights from the Ordinary Shares) entitling them, for conversion a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Ordinary Shares at any time during a price per share that is less than the five Business Day period immediately after any five average of the Last Reported Sale Prices of the Ordinary Shares for the ten (10) consecutive Trading Day period (the “Measurement Period”) in which ending on, and including, the Trading Price Day immediately preceding the date of announcement of such distribution; or
(ii) distribute to all or substantially all holders of Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Ordinary Shares), which distribution has a per $1,000 principal amount of Notesshare value, as determined following a request by Holders the Board of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i)Directors, for each Trading Day of the Measurement Period was less than 98exceeding 10% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate Ordinary Shares on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount Day preceding the date of Notes unless the Issuer has requested announcement for such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentencedistribution, then, in either case, the Trading Price per $1,000 principal amount of Notes Company 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 set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least thirty-eight (38) 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, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place (the “Distribution Conversion Period”), the Company may provide not less than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date.
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral a 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 November 15, 2025 2024 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 November 15, 2025 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial base conversion rate of 47.7612 14.5654 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Base Conversion Rate”) per $1,000 principal amount of Notes Notes, and such Base Conversion Rate, after giving effect to the application of the Incremental Share Factor in calculating the Daily Conversion Rate Fractions and corresponding Settlement Amount (as set forth and as subject to adjustment as provided in this Article 14, the “Conversion Rate”), (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither Both the Trustee nor Base Conversion Rate and the Conversion Agent (if other than the Trustee) shall have any duty Rate are subject to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent Rate Cap as provided in the preparation of forms for conversion required by the Depositary’s applicable proceduresthis Indenture.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 20252024, 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 10 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(iSection 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 Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 14.01(b)(i) and the definition definitions of Trading Price and Conversion Rate applicable to this Section 14.01(b)(i) set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the IssuerCompany) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide a Holder provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Microchip Technology Inc)
Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415 and subject to the restrictions set forth in Section 15.01(c), each Holder of a Note Noteholder shall have the right, at such Holderholder’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)15.01(b) below, at any time prior to the close of business on the Business Day immediately preceding November 15[•], 2025 2014 under the circumstances and during the periods set forth in Section 14.01(b)15.01(b) below, and (ii) regardless irrespective of the conditions described in Section 14.01(b)15.01(b) below, on or after November 15[•], 2025 2014 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate Conversion Rate (the “Conversion Rate”) of 47.7612 [•] shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.
Appears in 1 contract
Sources: Indenture (Teradyne, Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 140, each a Holder of a Note Security 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 Original Principal Amount or an integral multiple thereofof $1,000 Original Principal Amount) of such Note Security into the consideration described in 0 (the “Conversion Obligation”), only as follows:
(i) subject prior to satisfaction February 15, 2025, or earlier redemption, purchase or repurchase, during any calendar quarter (and only during that calendar quarter) after the calendar quarter ending March 31, 2007, if the Closing Sale Price of the conditions described Common Stock for each of 20 or more Trading Days in Section 14.01(bthe period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter exceeds 120% of the Applicable Conversion Price in effect on the last Trading Day of such immediately preceding calendar quarter. The Chief Financial Officer of the Company will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during that 30 consecutive Trading Day period;
(ii) prior to February 15, 2025, or earlier redemption, purchase or repurchase, during the five consecutive Business Day period after any five consecutive Trading Day period (the “Note Measurement Period”) in which the average Trading Price per $1,000 Original Principal Amount of Securities during such Note Measurement Period, as determined following a request by a Holder of Securities, was equal to or less than 97% of the average Conversion Value during such Note Measurement Period (the “Trading Price Condition”);
(iii) prior to February 15, 2025, if the Securities have been called for redemption, at any time prior on or after the date on which a notice of redemption referred to in 0 of this Indenture has been given until the close of business on the Business Day immediately preceding November the Redemption Date;
(iv) at any time on or after February 15, 2025 under 2025.
(b) In addition, if, prior to February 15, 2025, the circumstances and during Company distributes to all holders of the periods set forth in Section 14.01(b)Common Stock:
(i) rights, and warrants or options entitling such holders, for a period expiring within 60 days of the Record Date for such distribution, to purchase or subscribe for shares of the Common Stock at a price less than the Current Market Price of the Common Stock on the declaration date for such distribution; or
(ii) regardless assets, debt securities or rights to purchase securities of the conditions Company, which distribution has a value per share of Common Stock exceeding 10% of the Closing Sale Price of the Common Stock on the day preceding the declaration date for such distribution; then the Company must notify the Securityholders at least 20 days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Securityholders may surrender their Securities for conversion at any time until the earlier of the close of business on the Business Day prior to the Ex-Dividend Date (or, in the case of a Spin-Off, the sixteenth Trading Day immediately following, and including, the Ex-Dividend Date for such Spin-Off) or any announcement by the Company that such distribution will not take place.
(c) If, prior to February 15, 2025:
(i) the Company is party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into Cash, securities or other property, a Securityholder may surrender its Securities for conversion at any time from and after the date that is 15 Business Days prior to the anticipated effective date of such transaction until 15 Business Days after the actual effective date of such transaction (unless the transaction also constitutes a Make-Whole Fundamental Change, in which case the Securities will be convertible as described in Section 14.01(bclause (ii) below); or
(ii) a Fundamental Change or Make-Whole Fundamental Change occurs, on Securityholders may surrender their Securities for conversion at any time during the period from the effective date of any such Fundamental Change or after November 15Make-Whole Fundamental Change, 2025 and prior as the case may be, to the close of business on the Business Day immediately preceding the Maturity DateFundamental Change Repurchase Date corresponding to such Fundamental Change or Make-Whole Fundamental Change (or, in the case of a Make-Whole Fundamental Change that does not constitute a Fundamental Change solely by virtue of sub-clause 0 of clause 0 of the definition of Change in Control relating to beneficial ownership of the surviving or continuing corporation’s Voting Stock, 40 calendar days after the date on which such Make-Whole Fundamental Change is effective). The Company must give notice to all Securityholders and to the Trustee at least 15 Business Days prior to the anticipated effective date of any transaction or event described in clause 0 or clause 0 above.
(d) The Company shall determine at the end of each case, at applicable period whether the Securities shall be convertible as a result of the occurrence of an initial conversion rate of 47.7612 shares of Common Stock (subject to adjustment as provided event specified in this Article 140 and, if the Securities shall be so convertible, 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”). Neither the Trustee nor Company shall promptly deliver to the Conversion Agent (if other than and the Trustee) Trustee written notice thereof. Whenever the Securities shall have any duty become convertible pursuant to determine or verify 0, the IssuerCompany or, at the Company’s determination of whether any request, the Trustee in the name and at the expense of the conditions described Company, shall notify the Holders in Section 14.01(b) have been satisfied. If writing of the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent event triggering such convertibility in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) manner provided in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination0, and the Issuer Company shall have no obligation to make also publicly announce such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock information and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning publish it 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 RateCompany’s website. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes Any notice so given shall be deemed conclusively presumed to be less than 98% of have been duly given, whether or not the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of Holder receives such failure. If the Trading Price condition set forth above has been met, the Issuer shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)notice.
Appears in 1 contract
Sources: Indenture (Arvinmeritor 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 November May 15, 2025 2019 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), on or after November during the period from, and including, May 15, 2025 and prior 2019 to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 46.4792 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, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November May 15, 20252019, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time during the five Business Trading 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationdetermination in writing and provided the Bid Solicitation Agent with the information set forth in the immediately preceding sentence, and the Issuer Company shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders a Holder of at least $1,000,000 500,000 aggregate principal amount of Notes provide provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodon that date, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next such Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Bid Solicitation Agent, on behalf of the Company, shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Closing Sale Price of the Common Stock and the then-current Conversion Rate for such dateRate, the Issuer shall Bid Solicitation Agent shall, on the Company’s behalf, so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (LGI Homes, 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 of $1,000 in excess thereof) of such Note 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 November December 15, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b), and ; and
(ii) regardless of the conditions described in Section 14.01(b), on or after November December 15, 2025 and 2027, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 0.4394 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 20252027, a Holder may surrender all or any portion of its Notes (that is $1,000 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 Holders of at least $1,000,000 principal amount of Notes a Holder in accordance with the procedures and conditions described in this subsection (b)(iSection 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to determination (the Bid Solicitation Agent “Trading Price Condition”).
(if other than the Issuera) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(b) If the Trading Price condition set forth above Condition has been met, the Issuer Company shall promptly so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above 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 dateTrading Day, the Issuer Company shall promptly so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
(c) If (i) the Company is not acting as a Bid Solicitation Agent and the Company does not, when required to, instruct the Bid Solicitation Agent to obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such a determination or (ii) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of the 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. Neither the Trustee nor the Bid Solicitation Agent shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.
Appears in 1 contract
Sources: Indenture (Cable One, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each a 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), Holder’s Notes at any time prior to the close Close of business on the Business Day immediately preceding November 15, 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 November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, upon the occurrence of any of the events set forth in each caseclauses (i) through (ix) of Section 10.01(b), at an initial conversion rate of 47.7612 shares of Common Stock a Conversion Rate (subject to adjustment as provided in this Article 14, the “Conversion Rate”) of 103.8907 shares of Common Stock per $1,000 principal amount of Notes (subject to, and in accordance withNotes. Upon conversion of any Notes, the settlement provisions Company shall deliver to the converting Holder Cash, shares of Common Stock or a combination thereof, at the Company’s election, as described in Section 14.02, 10.03 and subject to adjustment as set forth in this Article 10 (the Company’s obligation to deliver such consideration being herein called the “Conversion Obligation” and such consideration being herein called the “Conversion Consideration”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior A Holder may convert its Notes prior to the close Close of business Business on the Business Day immediately preceding November 15the Maturity Date, 2025, a Holder may surrender all or upon the occurrence of any portion of its Notes for conversion the events set forth below:
(i) during any calendar quarter commencing at any time after May 31, 2012, and only during such calendar quarter, if the Closing Price of Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter exceeds the Conversion Trigger Price (as defined in Section 10.01(c)) on the last Trading Day of such preceding calendar quarter;
(ii) 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 Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period during that five-day period was less than 98% of the product of the Last Reported Sale Closing Price of the Common Stock on such Trading Day and the then Applicable Conversion Rate for the Notes on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the Bid Solicitation Agent pursuant procedures and conditions described in Section 10.01(d) concerning the Trustee’s obligation to this subsection (b)(i) and the definition of make a Trading Price determination (the “Trading Price Condition”);
(iii) if the Company elects to distribute to all holders of Common Stock rights, options or warrants entitling all holders of Common Stock to subscribe for or purchase Common Stock, for a period expiring within 60 days after the record date for such distribution, at less than the average of the Closing Prices of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the first public announcement of such distribution, during the period beginning on, and including, the date the Company provides notice to Holders of such distribution as set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the IssuerSection 10.01(e) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for eachand ending on, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agentincluding, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount earlier of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Period, at which time the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, Close of Business on the Business Day prior to the Ex-Date for such distribution and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and Company’s announcement that such distribution will not take place;
(iv) if the Issuer fails Company elects to make distribute to all holders of Common Stock Cash, debt securities (or other evidence of indebtedness) or other assets (excluding dividends or distributions described in Section 10.07(a)), which distribution, together with all other such determination when obligated as provided in distributions within the preceding sentencetwelve months, thenhas a per share value, in either caseas determined by the Board of Directors, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98exceeding 15% of the product average of the Last Reported Sale Price Closing Prices of Common Stock for the five consecutive Trading Days ending on the date immediately preceding the first public announcement of such distribution, during the period beginning on, and including, the date the Company provides notice to Holders of such distribution as set forth in Section 10.07(e) and ending on, and including, the earlier of (x) the Close of Business on the Business Day prior to the Ex-Date for such distribution and (y) the Company’s announcement that such distribution will not take place;
(v) if a Termination of Trading occurs, during the period from, and including, the earlier of (i) the date the applicable securities exchange announces that a Termination of Trading will occur and (ii) the effective date of the Termination of Trading, to, and including, the related Repurchase Date;
(vi) if a Make-Whole Change in Control that does not constitute a Change in Control occurs or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of the Company’s assets, pursuant to which Common Stock would be converted into Cash, securities or other assets, during the period from, and including, the Conversion Rate on each date that is 25 Business Days prior to the anticipated effective date of the transaction, to, and including, the date that is 35 Trading Day Days after the actual closing date of such failure. If transaction;
(vii) if a Change of Control occurs, during the Trading Price condition set forth above has been metperiod from, and including, the Issuer shall so notify date that is 25 Business Days prior to the Holdersanticipated effective date of the transaction, to, and including, the Trustee and the Conversion Agent related Repurchase Date;
(if other than the Trustee). Ifviii) for Notes that have been called for redemption, at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date, even if the Notes are not otherwise convertible at such time; or
(ix) at any time on or after February 1, 2032 until the Trading Price condition set forth above has been met, Close of Business on the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of Business Day immediately preceding the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Issuer shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Maturity Date.
Appears in 1 contract
Sources: Indenture (Micron Technology 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 November December 15, 2025 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 November December 15, 2025 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 27.6656 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”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination in connection with the foregoing, including any determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 20252029, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer 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 $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding December 15, 2029, the Company elects to:
(A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for 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 be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 15, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding December 15, 2029, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding December 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 June 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(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 from, and including, the date of issuance of the Notice of Redemption with respect to such Called Notes until the close of business on the second Scheduled Trading Day immediately preceding the applicable Redemption Date unless the Company fails to pay the Redemption Price (in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for) (such period, a “Redemption Period”). 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 (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 Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).
Appears in 1 contract
Sources: Indenture (Unity Software 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 solely into cash (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 November 15January 1, 2025 under the circumstances and during the periods set forth in Section 14.01(b)2018, and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15at any time during the period from, 2025 and prior including, January 1, 2018 to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 51.3769 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”"). Neither the Trustee nor the Conversion Agent (if The Notes shall not be convertible into shares of Common Stock or any other than the Trustee) shall have securities under any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedurescircumstances.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15January 1, 20252018, a Holder may surrender all or any portion of its Notes for conversion solely into cash 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 Holders of at least $1,000,000 principal amount 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 and the Conversion Rate on each such Trading 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, determination in writing; and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time time, the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) in writing to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
Appears in 1 contract
Sources: Indenture (Healthways, 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 its Notes (i) subject to satisfaction of the conditions described in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding November December 15, 2025 2014 under the circumstances and during the periods set forth in Section 14.01(b13.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b13.01(b), on or after November December 15, 2025 2014 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at into an initial conversion rate amount of 47.7612 shares cash based on the sum of Common Stock the Daily Conversion Values of such Notes for each of the 40 consecutive Trading Days during the relevant Observation Period (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 14.0213.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 20252014, a Holder the Notes may surrender all or any portion of its Notes be surrendered for conversion at any time into cash 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 Holders of at least $1,000,000 principal amount 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 and the applicable Conversion Rate on each such Trading DayRate. 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 Issuer If the Company is not then acting as the Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, ; and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes) unless Holders a Holder of at least $1,000,000 principal amount of Notes provide a Note provides the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during Rate. Promptly (but in any event within 2 Business Days) after the Measurement PeriodCompany shall have received such evidence, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when it is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentenceobtain bids, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids Agent, and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such determination when obligated as provided in the preceding sentencedetermination, 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 applicable Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), 2019 and (ii) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 2019 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 36.2398 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 20252019, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested in writing such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) in writing to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is determined by the Company to be greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 set forth above has been met, the Issuer Bid Solicitation Agent, at the written direction and on behalf of the Company, shall so notify the Holders, the Trustee (if other than the Bid Solicitation Agent) and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (CalAmp 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 of $1,000 in excess thereof) of such Note 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 November September 15, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b), and ; and
(ii) regardless of the conditions described in Section 14.01(b), on or after November September 15, 2025 and 2027, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 5.2729 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November September 15, 20252027, a Holder may surrender all or any portion of its Notes (that is $1,000 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
(ii) If, prior to the close of business on the Business Day immediately preceding September 15, 2027, the Company elects to:
(A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan in connection with the initial adoption by the Company, so long as such rights have not separated from the shares of Common Stock and are not exercisable until the occurrence of a triggering event) 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, options or warrants to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement of such distribution, then, in either case, the Company shall notify all Holders of the Notes at least 50 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Holders may surrender all or any portion of their Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) 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. No Holder may convert any of its Notes pursuant to this Section 14.01(b)(ii) if such Holder otherwise participates in such issuance or distribution, at the same time and upon the same terms as holders of Common Stock and as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(iii) If, prior to the close of business on the Business Day immediately preceding September 15, 2027:
(A) a Fundamental Change occurs (or is anticipated to occur, as described below);
(B) a Make-Whole Fundamental Change occurs (or is anticipated to occur, as described below); or
(C) the Company is a party to a consolidation, merger, or other combination, statutory share exchange or sale, lease or other transfer or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, in each case, pursuant to which the Common Stock would be converted into stock, other securities, other property or assets (including cash or any combination thereof) (other than a transaction to which the Company is a party solely for the purpose of changing its jurisdiction of incorporation, and which results in a reclassification, conversion or exchange of Common Stock solely into common stock of the surviving entity, excluding cash payments for fractional shares), then, in each case, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time from or after the open of business on the Business Day immediately following the day the Company gives notice of such transaction until the close of business on the 35th Trading Day after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change (other than a Fundamental Change for which the Company validly invokes the Adequate Cash Conversion Provisions), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the effective date of such transaction as promptly as practicable following the date the Company publicly announces such transaction (and the Company shall use commercially reasonable efforts to notify Holders prior to such effective date, if practicable). If a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03. If a Holder has already delivered a Fundamental Change Repurchase Notice, such ▇▇▇▇▇▇’s right to withdraw such notice and convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date.
(iv) Prior to the close of business on the Business Day immediately preceding September 15, 2027, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine whether the Notes are convertible because the Last Reported Sale Price condition has been met and provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee).
(v) If the Company calls any Note for Redemption pursuant to Article 16, the Holders may convert such Notes (or a portion thereof) called for Redemption at any time from, and including, the Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, even if the Notes are not otherwise convertible at such time. After such time, the right to convert such Notes will expire, unless the Company defaults in the payment of the Redemption Price, in which case the Holders of Notes called for Redemption may convert such Notes (or a portion thereof) until the Redemption Price has been paid or duly provided for.
Appears in 1 contract
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 of $1,000 in excess thereof) of such Note 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 November 15February 1, 2025 2026 under the circumstances and during the periods set forth in Section 14.01(b), and ; and
(ii) regardless of the conditions described in Section 14.01(b), on or after November 15February 1, 2025 and 2026, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 66.6667 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15February 1, 20252026, a Holder may surrender all or any portion of its Notes (that is $1,000 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
Appears in 1 contract
Sources: Indenture (EQT 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 of $1,000 in excess thereof) of such Note 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 November March 15, 2025 2027 under the circumstances and during the periods set forth in Section 14.01(b), and ;
(ii) regardless of the conditions described in Section 14.01(b), on or after November March 15, 2025 and 2027, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 6.8810 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November March 15, 20252027, a Holder may surrender all or any portion of its Notes (that is $1,000 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 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in this subsection (b)(iSection 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
(ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2027, the Company elects to:
(A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan in connection with the initial adoption by the Company, so long as such rights have not separated from the shares of Common Stock and are not exercisable until the occurrence of a triggering event) 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, options or warrants to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement of such distribution, then, in either case, the Company shall notify all Holders of the Notes at least 60 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, the Holders may surrender all or any portion of their Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) 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. No Holder may convert any of its Notes pursuant to this Section 14.01(b)(ii) if such Holder otherwise participates in such issuance or distribution, at the same time and upon the same terms as holders of Common Stock and as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(iii) If, prior to the close of business on the Business Day immediately preceding March 15, 2027:
(A) a transaction or event that constitutes a Fundamental Change occurs;
(B) a transaction or event that constitutes a Make-Whole Fundamental Change occurs; or
(C) the Company is a party to a consolidation, merger, or other combination, statutory share exchange or sale, lease or other transfer or disposition of all or substantially all of the Company’s and its Subsidiaries’ consolidated assets, taken as a whole, in each case, pursuant to which the Common Stock would be converted into cash, stock, other securities or other property or assets (including any combination thereof), then, in each case, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time from or after the open of business on the Business Day immediately following the day the Company gives notice of such transaction until the close of business on the 35th Trading Day after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change (other than a Fundamental Change for which the Company validly invokes the Adequate Cash Conversion Provisions), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the effective date of any such transaction as promptly as practicable following the date the Company publicly announces such transaction (and the Company shall use commercially reasonable efforts to notify Holders prior to such effective date if practicable). If a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03. If a Holder has already delivered a Fundamental Change Repurchase Notice, such Holder’s right to withdraw such notice and convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date.
(iv) Prior to the close of business on the Business Day immediately preceding March 15, 2027, a Holder may surrender all or any portion of its Notes (that is $1,000 in principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2022 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on 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 whether the Notes are convertible because the Last Reported Sale Price condition has been met and provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee).
(v) If the Company calls any Note for Redemption pursuant to Article 16, the Holder may convert such Note (or a portion thereof) called for Redemption at any time from, and including, the Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, even if the Notes are not otherwise convertible at such time. After such time, the right to convert such Notes will expire, unless the Company defaults in the payment of the Redemption Price, in which case the holders of Notes called for Redemption may convert such Notes (or a portion thereof) until the Redemption Price has been paid or duly provided for.
Appears in 1 contract
Sources: Indenture (CONMED 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 in an integral multiple thereof) Authorized Denomination of such Note 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 November March 15, 2025 2023 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 November March 15, 2025 and 2023, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 13.8672 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither Notwithstanding the Trustee nor foregoing, under no circumstances may the Conversion Agent (if other Price be less than the Trustee) shall have any duty to determine or verify the Issuer’s determination par value per share of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable proceduresCommon Stock.
(b) (i) Prior to the close of business on the Business Day immediately preceding November March 15, 20252023, a Holder may surrender all or any portion of its Notes in an Authorized Denomination 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures and conditions described in 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 per share of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 share of the Common Stock and the Conversion Rate on each such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 per share of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price per share of the Common Stock and the Conversion Rate on each Trading Day of such failure.
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’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 November 15, 2025 2017 under the circumstances and during the periods set forth in Section 14.01(b)15.01(b) below, and (ii) regardless irrespective of the conditions described in Section 14.01(b)15.01(b) below, on or after November 15, 2025 2017 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 33.9945 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder The Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent Trustee pursuant to this subsection (b)(i) clause and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) Trustee of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Issuer has requested such determinationCompany, and the Issuer Company shall have no obligation to make such request (or, if unless a Noteholder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting Company does not, when obligated to, instruct the Trustee to determine the Trading Price of the Notes as Bid Solicitation Agentprovided in the preceding sentence, or if the Company gives such instruction to the Trustee, and the Issuer does not instruct the Bid Solicitation Agent Trustee fails to determine make such determination, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on such Trading Day, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent. In either case, the Company shall promptly publish a notice indicating that the Trading Price condition set forth above has been met or, at any time after the Trading Price condition set forth above has been met, that the Trading Price per $1,000 principal amount of Notes is greater than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on the relevant Trading Day, as the case may be, in a newspaper of general circulation in The City of New York or publish such information on its website or through such other public medium as the Company may use at that time.
(ii) In the event that the Company elects to:
(A) distribute to all or substantially all holders of its Common Stock rights, options or warrants entitling them, for a period of not more than sixty calendar days from the declaration date of such distribution, to subscribe for or purchase its Common Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date for such distribution; or
(B) distribute to all or substantially all holders of its Common Stock the Company’s assets, debt securities, or rights to purchase securities of the Company, 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 and on the Conversion Rate Trading Day immediately preceding the date of declaration for such datedistribution, then, in each case, the Issuer Company shall so notify the Holders all holders of the Notes, the Trustee and the Conversion Agent not less than twenty Business Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the close of business on the Business Day immediately prior to such Ex-Dividend Date and (2) the Company’s announcement that such distribution will not take place, even if other the Notes are not otherwise convertible at such time.
(iii) In the event of either a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Noteholder has the right to require the Company to repurchase the Notes pursuant to Section 16.04, a Noteholder may surrender Notes for conversion at any time from and after the twentieth Business Day prior to the anticipated effective date of such Fundamental Change or Make-Whole Fundamental Change, as the case may be, until the Business Day immediately preceding the Fundamental Change Repurchase Date corresponding to such Fundamental Change or, in the case of a Make-Whole Fundamental Change that does not also constitute a Fundamental Change, until, and including, the thirtieth Business Day after the effective date of such Make-Whole Fundamental Change. The Company shall give notice of the anticipated effective date of any Fundamental Change as promptly as practicable after the Company first determines the anticipated effective date of such Fundamental Change, and this notice must occur, to the extent practicable, at least twenty Business Days prior to such anticipated effective date and the Company shall give notice of the anticipated effective date of any Make-Whole Fundamental Change as set forth in Section 15.03(b).
(iv) The Notes may be surrendered for conversion in any Fiscal Quarter after the Fiscal Quarter ending August 31, 2008, and only during such Fiscal Quarter, if the Last Reported Sale Price of the Common Stock for at least twenty Trading Days in a period of thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding Fiscal Quarter is equal to or more than 130% of the then-applicable Conversion Price on the last day of such preceding Fiscal Quarter (such price, the “Conversion Trigger Price”). The Conversion Agent, on behalf of the Company, shall determine at the beginning of each Fiscal Quarter commencing after August 31, 2008 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and the Trustee).
(v) In the event that the Company calls the Notes for redemption pursuant to Article 3, the Notes may be surrendered for conversion at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, whether or not the Notes are otherwise convertible at such time.
Appears in 1 contract
Sources: Indenture (Synnex Corp)
Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’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 set forth in Section 14.01(b15.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15April 2, 2025 2013 under the circumstances and during the periods set forth in Section 14.01(b15.01(b), and (ii) regardless irrespective of the conditions described set forth in Section 14.01(b15.01(b), on or after November 15April 2, 2025 2013 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 12.7392 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business second Scheduled Trading Day immediately preceding November 15the Maturity Date, 2025, a Holder the Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall determine, or shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for on such dateTrading Day, the Issuer Company shall so notify the Holders holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Agent.
Appears in 1 contract
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 one or more of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November February 15, 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 November February 15, 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at based on an initial conversion rate of 47.7612 9.1098 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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November February 15, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by Holders of at least $1,000,000 principal amount of Notes a Holder 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine solicit secondary market bid quotations, in accordance with the definition of Trading Price, in respect of the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determinationsolicitation in writing and provided to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide secondary market bid quotations, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless one or more Holders in the aggregate of at least $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determineso solicit secondary market bid quotations in respect of (and provide such names and contact information), or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes Notes, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated obtain bids as provided in the preceding sentencesentence and provide to the Bid Solicitation Agent the name and contact information of the three nationally recognized securities dealers selected by the Company to provide such secondary market bid quotations, or if the Issuer Company instructs the Bid Solicitation Agent to obtain bids and provides the names and contact information to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make carry out such determinationinstruction, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price 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 date, the Issuer Company shall so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee). Neither the Trustee nor any Bid Solicitation Agent (other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.
Appears in 1 contract
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 of $1,000 in excess thereof) of such Note 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 November December 15, 2025 under the circumstances and during the periods set forth in Section 14.01(b), and ; and
(ii) regardless of the conditions described in Section 14.01(b), on or after November December 15, 2025 and 2025, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 0.4394 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November December 15, 2025, a Holder may surrender all or any portion of its Notes (that is $1,000 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 Holders of at least $1,000,000 principal amount of Notes a Holder in accordance with the procedures and conditions described in this subsection (b)(iSection 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to determination (the Bid Solicitation Agent “Trading Price Condition”).
(if other than the Issuera) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 2,000,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(b) If the Trading Price condition set forth above Condition has been met, the Issuer Company shall promptly so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price condition set forth above 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 dateTrading Day, the Issuer Company shall promptly so notify in writing the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.
(c) If (i) the Company is not acting as a Bid Solicitation Agent and the Company does not, when required to, instruct the Bid Solicitation Agent to obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such a determination or (ii) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of the 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. Neither the Trustee nor the Bid Solicitation Agent shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.
Appears in 1 contract
Sources: Indenture (Cable One, 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 one or more of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding November March 15, 2025 2014 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of whether any of the conditions described set forth in Section 14.01(b)) has been met, on or after November March 15, 2025 2014 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock the applicable Conversion Rate (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”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November March 15, 20252014, a Holder may surrender all or any portion of its the Notes for conversion at any time shall be convertible 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i)) and the definition of Trading Price set forth in this Indenture, for each Trading Day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading DayDay (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 Supplemental Indenture. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes in the manner described in this subsection (b)(i) and the definition of Trading Price set forth in this Indenture beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion RateRate on such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentenceNotes, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids Agent, and the Bid Solicitation Agent fails to make such determination, in each case when the Company or (y) the Issuer is acting as Bid Solicitation Agent and Agent, as the Issuer fails case may be, is obligated to make such determination when obligated as provided in do so pursuant to 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 applicable Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day. If, at any time after the Trading Price condition set forth above 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day.
Appears in 1 contract
Sources: Indenture (Tower Group, 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 thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section 14.01(b8.01(b), at any time prior to the close of business on the Business Day immediately preceding November 15June 1, 2025 2015 under the circumstances and during the periods set forth in Section 14.01(b8.01(b), and (ii) regardless of whether any of the conditions described set forth in Section 14.01(b)8.01(b) has been met, on or after November 15June 1, 2025 2015 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 shares of Common Stock the applicable Conversion Rate (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 14.028.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15June 1, 20252015, a Holder may surrender all or any portion of its the Notes for conversion at any time shall be convertible 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with this subsection (b)(i)) and the definition of Trading Price, for each Trading Day of the such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading DayDay (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 Supplemental IndenturePrice. The Issuer Company shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if unless a Holder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for each Trading Day during the Measurement PeriodRate, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes in the manner described in this subsection (b)(i) and the definition of Trading Price beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion RateRate on such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentenceNotes, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids Agent, and the Bid Solicitation Agent fails to make such determination, in each case when the Company or (y) the Issuer is acting as Bid Solicitation Agent and Agent, as the Issuer fails case may be, is obligated to make such determination when obligated as provided in do so pursuant to 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 applicable Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day. If, at any time after the Trading Price condition set forth above 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 applicable Conversion Rate for such dateRate, the Issuer Company shall so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee)) within one Business Day.
Appears in 1 contract
Sources: First Supplemental Indenture (Rti International Metals Inc)
Conversion Privilege. (a) Subject to the conditions described in clause (i) and (ii) below, and upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’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 scheduled Trading Day immediately preceding November 15March 19, 2025 under 2010 at a rate (the circumstances and during the periods set forth in Section 14.01(b), and (ii“Conversion Rate”) regardless of the conditions described in Section 14.01(b), on or after November 15, 2025 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 44.7678 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes Note (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”)) under the circumstances and during the periods set forth below. Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any On and after March 19, 2010, regardless of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) clause (i) Prior and (ii) below, and upon compliance with the provisions of this Article 15, a Noteholder 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 at any time prior to the close of business on the Business scheduled Trading Day immediately preceding November 15the Maturity Date.
(i) The Notes shall be convertible prior to March 19, 20252010, 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 Holders of at least $1,000,000 principal amount of Notes in accordance with this subsection (b)(i), for each Trading Day day of the such Measurement Period was less than 98103% of the product of the Last Reported Sale Price of the Common Stock on such date and the Conversion Rate on each such Trading Day. The Trading Prices shall be date, all as determined by the Bid Solicitation Agent Trustee, pursuant to this subsection (b)(i) clause and the definition of Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless requested by the Issuer has requested such determinationCompany to do so in writing, and the Issuer Company shall have no obligation to make such request (or, if unless a Noteholder provides the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98103% 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 for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) Trustee to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98103% 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. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make on such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 failuredate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)Noteholders. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98103% 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 March 19, 2010 as provided in Section 15.01(b) and Section 15.01(c).
(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 Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date 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 Trading Day immediately preceding the date of declaration of such distribution, then, in each case, the Notes may be surrendered for conversion at any time on and after the date that the Company gives notice to the holders of such right, which shall be made by the Company not less than 20 Business Days (or, if settlement of conversion shall be governed by Section 15.02(i) following a Stockholder Consent, 35 Business Days) prior to the Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the date the Company announces that such distribution will not take place, even if the Notes are not otherwise convertible at such time.
(c) If the Company is a party to any transaction or event that constitutes a Fundamental Change, a Noteholder may surrender Notes for conversion at any time from and after the thirty-fifth calendar days prior to the anticipated effective date of such transaction until the related Fundamental Change Repurchase Date (or until the thirty-fifth calendar day following the effective date of such transaction or event in the case of a Fundamental Change where pursuant to Section 16.02, the Noteholder does not have the right to require the Company to purchase its Notes upon such Fundamental Change). The Company shall give notice to all record Noteholders and the Trustee at least 40 days prior to the anticipated effective date of the Fundamental Change.
(i) If a Noteholder elects to convert Notes at any time from and after the date that is 30 scheduled Trading Days prior to the anticipated effective date of a Make-Whole Fundamental Change until the Fundamental Change Repurchase Date (regardless of whether such conversion is subject to the conditions set forth in clauses (a)(i), (a)(ii), (b), and (c) above, and, if such conversion is subject to such conditions, regardless of which such clause is applicable in connection with such conversion), the Conversion Rate applicable to each $1,000 principal amount of converted Notes shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Settlement of Notes tendered for such dateconversion to which Additional Shares shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 15.02(d) below.
(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 Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price; provided that if the actual Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the Issuer number of Additional Shares shall so notify be determined by a straight-line interpolation between the Holders 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 $75 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 15.04), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $17.87 per share (subject to adjustment in the same manner as set forth in Section 15.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 55.9597 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 15.04).
(iii) The Stock Prices set forth in the first row of the Notestable in Schedule A hereto shall be adjusted 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 Trustee 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 Agent 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 15.04 (if other than by operation of an adjustment to the TrusteeConversion Rate by adding Additional Shares).
Appears in 1 contract
Sources: Indenture (Encore Capital Group 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 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 November 15December 1, 2025 2020 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 November 15December 1, 2025 and 2020, at any time prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, ; in each case, at an initial conversion rate of 47.7612 102.4249 shares of Common Stock (subject to adjustment as provided in this Article 14Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15December 1, 20252020, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple 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 Holders of at least $1,000,000 principal amount a Holder of Notes in accordance with the procedures described below in 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 and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by , subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent pursuant Agent’s obligation to this subsection (b)(i) and the definition of make a Trading Price set forth in this Supplemental Indenture. The Issuer shall provide written notice to the Bid Solicitation Agent determination.
(if other than the IssuerA) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall have no obligation to determine the Trading Price per $1,000 principal amount of NotesPrice) unless Holders a Holder of at least $1,000,000 500,000 in aggregate principal amount of Notes provide requests in writing that the Issuer Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for each on such Trading Day during Day. At such time, the Measurement Period, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day following the receipt of such evidence and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such 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 such Trading Day of such failure. Day.
(B) If the Trading Price condition set forth above has been met, the Issuer Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If, at any time after the Trading Price 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 on such dateTrading Day, the Issuer Company shall promptly so notify the Holders of the NotesHolders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, it does not) obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination (or, if the Company is acting as Bid Solicitation Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the 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.
Appears in 1 contract
Sources: Indenture (Unisys Corp)
Conversion Privilege. (a) Subject to and upon Upon compliance with the provisions of this Article 1415, each Holder of a Note Noteholder shall have the right, at such Holderholder’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)15.01(b) below, at any time prior to the close of business on the Business Day immediately preceding November March 15, 2025 2013 under the circumstances and during the periods set forth in Section 14.01(b)15.01(b) below, and (ii) regardless irrespective of the conditions described in Section 14.01(b)15.01(b) below, on or after November March 15, 2025 2013 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate (the “Conversion Rate”) of 47.7612 29.4122 shares of Common Stock (subject to adjustment as provided in Section 15.04 of this Article 14, the “Conversion Rate”Indenture) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.0215.02, the “Conversion Obligation”). Neither the Trustee nor the Conversion Agent (if other than the Trustee) shall have any duty to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November 15, 2025, a Holder The Notes may surrender all or any portion of its Notes be surrendered 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 Holders of at least $1,000,000 principal amount 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 then-applicable Conversion Rate on such Trading Day and the Last Reported Sale Price of the Common Stock and the Conversion Rate on each such Trading 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the Issuer) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless a Noteholder provides the Issuer has requested such determination, and the Issuer shall have no obligation to make such request (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes) unless Holders of at least $1,000,000 principal amount of Notes provide the Issuer Company with reasonable evidence that the Trading Price per $1,000 principal amount of the Notes would be less than 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rate for each Trading Day during the Measurement Periodat such time, at which time the Issuer Company shall instruct the Bid Solicitation Agent (if other than the Issuer) to determine, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall determine, determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock and the Conversion Rateon such Trading Day. If (x) the Issuer is not acting as Bid Solicitation Agent, and the Issuer Company does not instruct determine the Bid Solicitation Agent to determine Trading Price of the Notes as provided in the preceding sentence, then the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer is acting as Bid Solicitation Agent and the Issuer fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the then-applicable Conversion Rate on each Trading Day of such failureRate. If the Trading Price condition set forth above has been met, the Issuer Company shall so notify the HoldersNoteholders, the Trustee and the Conversion Agent (if other than the Trustee)Agent. If, at any time after the Trading Price 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 then-applicable Conversion Rate and the Last Reported Sale Price of the Common Stock on such Trading Day, the Company shall so notify the holders of the Notes, the Trustee and the Conversion Agent.
(ii) In the event that the Company elects to:
(A) distribute to all or substantially all holders of its Common Stock rights, options or warrants entitling them, for a period of not more than sixty calendar days from the declaration date of such distribution, to subscribe for or purchase its Common Stock, at a price per share less than the Last Reported Sale Price of the Common Stock for the Trading Day immediately preceding the declaration date for such distribution; or
(B) distribute to all or substantially all holders of its Common Stock the Company’s assets, debt securities, or rights to purchase securities of the Company, 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 and on the Conversion Rate Trading Day immediately preceding the date of declaration for such datedistribution, then, in each case, the Issuer Company shall so notify the Holders all holders of the Notes, the Trustee and the Conversion Agent not less than thirty-five Business Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of (1) the close of business on the Business Day immediately prior to such Ex-Dividend Date and (2) the Company’s announcement that such distribution will not take place, even if other the Notes are not otherwise convertible at such time.
(iii) In the event of a Fundamental Change, a Noteholder may surrender Notes for conversion at any time from and after the thirty-fifth Business Day prior to the anticipated effective date of such Fundamental Change until the Business Day immediately preceding the Fundamental Change Repurchase Date corresponding to such Fundamental Change. The Company shall give notice of the anticipated effective date of any Fundamental Change as promptly as practicable after the Company first determines the anticipated effective date of such Fundamental Change, but in any event at least thirty-five Business Days prior to such anticipated effective date.
(iv) The Notes may be surrendered for conversion in any Fiscal Quarter after the Fiscal Quarter ending September 30, 2008, and only during such Fiscal Quarter, if the Last Reported Sale Price of the Common Stock for at least twenty Trading Days in a period of thirty consecutive Trading Days ending on the last Trading Day of the immediately preceding Fiscal Quarter is equal to or more than 130% of the then-applicable Conversion Price on the last day of such preceding Fiscal Quarter (such price, the “Conversion Trigger Price”). The Conversion Agent, on behalf of the Company, shall determine at the beginning of each Fiscal Quarter commencing after September 30, 2008 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and the Trustee).
Appears in 1 contract
Sources: Indenture (Sothebys)
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 November October 15, 2025 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 November October 15, 2025 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 47.7612 9.9936 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”). Neither the The Trustee nor the Conversion Agent (if other than the Trustee) shall have no obligation to make any duty determination as to determine or verify the Issuer’s determination of whether any of the conditions described in Section 14.01(b) have been satisfied. If the Notes are held by a Depositary, the Issuer shall reasonably cooperate with the Conversion Agent in the preparation of forms for conversion required by the Depositary’s applicable procedures.
(b) (i) Prior to the close of business on the Business Day immediately preceding November October 15, 20252026, 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 Holders of at least $1,000,000 principal amount 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 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 Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide bids to the Bid Solicitation Agent (if other than the Issuer). The Bid Solicitation Agent (if other than the IssuerCompany) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer Company has requested such determination, and the Issuer Company shall have no obligation to make such request (or, if the Issuer Company is acting as Bid Solicitation Agent, the Issuer 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 $1,000,000 5,000,000 aggregate principal amount of Notes provide provides the Issuer 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 for each on such Trading Day during the Measurement PeriodDay, at which time the Issuer Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the IssuerCompany) to determine, or if the Issuer Company is acting as Bid Solicitation Agent, the Issuer Company shall determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate. If (x) the Issuer Company is not acting as Bid Solicitation Agent, and the Issuer Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Issuer instructs Company gives such instruction to the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Issuer Company is acting as Bid Solicitation Agent and the Issuer Company fails to make such 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 set forth above has been met, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price 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 date, the Issuer Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding October 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 48 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, 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 be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding October 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 October 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 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 October 15, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been 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 (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 Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for 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).
Appears in 1 contract
Sources: Indenture (Confluent, Inc.)