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 September 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b); (ii) on or after September 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) (i) 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 principal amount or an integral multiple thereof) for conversion at any time during the five Business Day period after any ten (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 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination. (A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day. (B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 1 contract
Sources: Indenture (DraftKings 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:
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 September February 15, 2027 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 September February 15, 2027, at any time 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 15.1394 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September February 15, 20272024, 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 consecutive Business Day period after immediately following any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder beneficial owner of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent to determine (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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, 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 Trading Day.
(B) failure. If the Trading Price condition set forth in this subsection (b)(i) has been met, the 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 in this subsection (b)(i) 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 on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . At such time as the Company is not acting as directs the Bid Solicitation AgentAgent in writing to solicit bid quotations, the Company shall provide the Bid Solicitation Agent with the names and contact details of the three independent nationally-recognized securities dealers selected by the Company, and the Company does not, when it is required to, instruct the Bid Solicitation Agent will direct those security dealers to obtain bids, or if the Company gives such instruction provide bids 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 1 contract
Sources: Indenture (PROS Holdings, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple 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 September December 15, 2027 2025 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September December 15, 20272025, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 0.4394 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September December 15, 20272025, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determinationdetermination (the “Trading Price Condition”).
(Aa) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(Bb) If the Trading Price condition Condition has been met, the 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 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 Class A Common Stock and the Conversion Rate on for such Trading Day, the Company shall promptly so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(Cc) If (xi) the Company is not acting as a Bid Solicitation Agent, 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, a determination or (yii) the Company is acting as Bid Solicitation Agent and it the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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. 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 1412, 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 principal amount in excess thereof; provided that the remaining principal amount of such Note after such conversion is $1,000 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(b12.01(b), at any time prior to the close of business on the Business Day immediately preceding September 151, 2027 2023 under the circumstances and during the periods set forth in Section 14.01(b12.01(b);
, and (ii) regardless of the conditions described in Section 12.01(b), on or after September 151, 2027, at any time 2023 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 16.3713 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 12, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.0212.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 151, 20272023, a Holder may surrender to the Conversion Agent 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with the procedures described below in this subsection (b)(i) and the definition of “Trading Price” in Section 2.01(c), 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 applicable 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 Second Supplemental Indenture. Any such determination shall be conclusive absent manifest error. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, subject along with appropriate contact information for each and the Company shall direct such securities dealers to compliance with provide the following procedures and conditions concerning required information to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the applicable Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as the Bid Solicitation Agent, the 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 Class A Common Stock and the applicable Conversion Rate. If (x) the Company is not acting as the 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 preceding sentence, or if the Company so 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 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 Trading Day.
(B) failure. If the Trading Price condition Condition has been met, the Company shall promptly so notify the Holders, and the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition 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 Class A Common Stock and the applicable Conversion Rate on for such Trading Day, the Company shall promptly so notify the HoldersHolders of the Notes, and 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 1 contract
Sources: Second Supplemental Indenture (Atlas Air Worldwide Holdings Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the 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 September 15into duly authorized, 2027 under the circumstances fully paid and during the periods set forth in Section 14.01(b);
(ii) on or after September 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 nonassessable shares of Class A Common Stock (subject to adjustment Section 12.12 hereof), at the Conversion Price, determined as provided hereinafter provided, in Section 14.04 andeffect at the time of conversion:
(1) during any fiscal quarter, if applicable, Section 14.03, 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 Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).Price on that thirtieth Trading Day;
(b2) (i) Prior to the close of business on the Business Day immediately preceding September or before December 15, 20272028, 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 after following any ten five consecutive Trading-Day period in which the average of the Trading Prices for the Debentures, as determined following a written request by a Holder of Debentures delivered to the Company in accordance with Section 14.2, to make a determination, for that five Trading-Day period was less than 97% of the average Conversion Value for the 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 130% of the then current Conversion Price, and the Debentures are not otherwise convertible, the Company may satisfy such 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 converted (10) consecutive any such Common Stock so utilized to satisfy such conversion pursuant to this 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 period immediately preceding the Conversion Date);
(3) during any period, following the date the Debentures are rated by both Moody’s and by Standard and Poor’s, (1) when the credit ratings assigned to the Debentures by ▇▇▇▇▇’▇ is lower than “Measurement PeriodB3” or by Standard & Poor’s is lower than “B-”, (2) in which the Trading Price per $1,000 principal amount credit rating assigned to the Debentures is suspended or withdrawn by either rating agency, or (3) in which neither 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 Notesany 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, as determined following a request by a Holder of Notes 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 accordance with the procedures described below in this subsection (b)(i), for each Trading Day name and at the expense of the Measurement Period was less than 98% Company, shall notify the Holders of the product of event triggering such convertibility in the Last Reported Sale Price of the Class A Common Stock manner provided in Section 14.2, and the Conversion Rate Company shall also publicly announce such information and publish it on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than 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 per $1,000 principal amount of the Notes Debentures pursuant to clause (2) above, unless the Company has shall have requested that it make such determination, ; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless so requested by a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading DayHolder. At such timetime as a written request is made by a Holder, the Company shall instruct the Bid Solicitation Conversion Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, determine the Trading Price per $1,000 principal amount of the Notes Debentures 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 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:
(A) ▇▇▇▇▇▇ 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 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 Class A Common Stock and on the Conversion Rate on Business Day immediately preceding the announcement of such Trading Day.
distribution, (B) If ▇▇▇▇▇▇ 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 Trading Price condition has been met, Fair Market Value (as determined by the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the TrusteeBoard of Directors) in writing. If, at any time after the Trading Price condition has been met, the Trading Price of such distribution per $1,000 principal amount share of Notes is greater than or equal to 98Common Stock exceeds 5% of the product Sale Price of a share of Common Stock on the Last Reported Business Day immediately preceding the date of declaration of such distribution, or (C) 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 Sale Price of the Class A 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 on such Trading Day, Debentures become convertible into that Capital Stock as specified in the Company shall promptly so notify the Holders, 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 determinationdefinition of Change of Control, then, in either each case, the Trading Price per Debentures 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 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) ▇▇▇▇▇▇ 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 in Section 12.4 hereof, then the Debentures may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by ▇▇▇▇▇▇ as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. The Conversion Rate, at any time, shall equal (A) $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 divided by the Conversion Rate on each Trading Day of Price at such failuretime, rounded to four decimal places (rounded up if the fifth decimal place thereof is 5 or more and otherwise 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 a minimum of $1,000 principal amount or an integral multiple thereof) of such Note:
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 September November 15, 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 September November 15, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at based on an initial conversion rate of 10.5430 29.2039 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September November 15, 2027, 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 ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) 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 the Notes unless the 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 Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder one or more Holders in the aggregate of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determineso solicit secondary market bid quotations in respect of (and provide such names and contact information) and shall direct securities dealers to provide bids to the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids as provided in the preceding sentence 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 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 carry out such instruction, or (y) the Company is acting as Bid Solicitation Agent and the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 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 on for such Trading Daydate, the Company shall promptly so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) ). Neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct the Trustee nor any Bid Solicitation Agent to obtain bids, (other than the Company) shall have any liability 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 responsibility for any Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of or related information or the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failureaccuracy 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 a minimum of $1,000 principal amount or an integral a 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 September August 15, 2027 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 September August 15, 2027, at any time 2018 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 11.1651 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September August 15, 20272018, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 Class A 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 Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, subject along with appropriate contact information for each, and shall direct such securities dealers to compliance with provide the following procedures and conditions concerning required information to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If the 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 Company so instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Other than as set forth above, none of the Company is not acting as Bid Solicitation AgentTrustee, and the Company does not, when it is required to, instruct the Bid Solicitation Agent or Conversion Agent shall have any duty to obtain bids, determine or if verify 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, Company’s determination of whether 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 failurecondition set forth above has been met.
Appears in 1 contract
Sources: Indenture (Akamai 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 $1,000 100,000 principal amount or an integral multiple thereofof $100,000 in excess thereof (or such lesser amount held by such Holder)) of such Note:
Note (i) subject to satisfaction of the one or more conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September February 15, 2027 2030 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior during the period from, and including, February 15, 2030 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 shares of Class A Common Stock 1.9614 Ordinary Shares (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i1) Prior to the close of business on the Business Day immediately preceding September February 15, 20272030, 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 ten (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 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 Class A Common Stock Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock Ordinary Shares and the Conversion Rate. 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 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 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 Ordinary Shares and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on or within one Business Day of such determination. 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 Ordinary Shares and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (CyberArk Software Ltd.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note:
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 September 15, 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 September 15, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 66.5425 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15, 2027, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to compliance with this Section 14.01(b)(i) and the following procedures and conditions concerning definition of Trading Price set forth in this Indenture. If the Company is not acting as the Bid Solicitation Agent’s obligation , the Company shall provide written notice to make a the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price determination.
(A) Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes solicit bids as described above unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Pricesolicit such bids) unless a Holder one or more Holders of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and aggregate 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determinesolicit, or if the Company is acting as Bid Solicitation Agent, the Company shall determinesolicit, the Trading Price per $1,000 principal amount of the Notes such bids 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 Class A Common Stock and the Conversion Rate. The Company shall determine the Trading Price for each Trading Day in accordance with the bids so solicited and shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent (if other than the Company). If (x) the Company is not acting as Bid Solicitation Agent and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent in writing to obtain bids, or if the Company gives such written instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to obtain such bids or (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids, or the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition Condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on or within one Business Day of such determination. If, at any time after the Trading Price condition 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 Class A Common Stock and the Conversion Rate on for such Trading Day, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing that the Trading Price Condition is no longer met and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another qualifying request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Tpi Composites, Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each The Holder of a Note the Debentures shall have the right, at such Holder’s optionits option and subject to the provisions of this Section 3.1, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) Debentures into shares of such Note:
(i) subject to satisfaction common stock, no par value per share, of the conditions described in Section 14.01(b), at any time prior to Company ("Common Stock") before the close of business on the Business Day immediately preceding September 15, 2027 under Maturity Date as follows: up to one-third of the circumstances and during total aggregate principal amount of the periods set forth in Section 14.01(b);
(ii) Debentures is convertible on or after September 1545 days from the closing of the purchase hereof (the "Closing"), 2027with an additional one-third convertible on or after 75 days from Closing, at and the remaining one-third convertible on or after 105 days from Closing. The number of shares of Common Stock issuable upon the conversion of this Debenture is determined by dividing the principal amount hereof to be converted plus all accrued interest thereon minus any time prior required withholding by the conversion price in effect on the conversion date (as defined in paragraph (b) of this Section 3.1 below) and rounding the result to the close nearest 1/lOOth of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each casea share. On conversion, at an initial conversion rate no payment of 10.5430 shares of Class A Common Stock or adjustment (subject to adjustment other than as provided in Section 14.04 andthe previous sentence) for accrued interest shall be made whether or not such conversion occurs before, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”)on or after an interest payment date.
(b) The Debentures will be convertible into Common Stock at the lesser of Nine Dollars U.S. (i$9.00) Prior to per Common Share or eighty percent (80%) of the close average closing bid price of business on the Business Day immediately preceding September 15Company's Common Stock, 2027as reported by Bloomberg, 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 L.P., over the five Business Day period after any ten (10) consecutive Trading Day day trading period (ending on the “Measurement Period”) in which day prior to the Trading Price per $1,000 principal amount date the notice of Notes, as determined following a request by a Holder of Notes in accordance conversion is filed 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, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determinationCompany.
(Ac) The Bid Solicitation Agent (if other Less than all of the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless Debentures may be converted into Common Stock if the Company has requested such determination, portion converted is $10,000 or a whole multiple of $l0,000 and the Company provisions of this Section 3 that apply to the conversion of all of the Debentures also apply to the conversion of a portion thereof. All accrued interest on this Debenture shall have no obligation be added to make such request (or, the amount converted if less than all of the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination this Debenture is converted 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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% paid and discharged thereby.
(d) In the event any portion of the product Debentures remains outstanding on the second anniversary of the Last Reported Sale Price date hereof, the unconverted portion of the Class A Debentures will automatically be converted into shares of Common Stock and on such date in the Conversion Rate on each Trading Day manner set forth in this Section 3.1.
(e) Notwithstanding the above-stated provisions, the Company may issue no more than 1,350,000 Common Shares upon conversion of such failureany or all of the Debentures totaling $5,000,000. In the event that limit is reached before the Holder has fully converted all of the
(f) In the event the closing bid price (defined in Section 3.7(b)) for the shares of the Company's Common Stock equals or exceeds $14.70 per share for twenty (20) consecutive trading days during any period of time which is after forty-five (45) days from the Closing, all outstanding Debentures will automatically be converted into shares of Common Stock in the manner set forth in this Section 3.1. Such conversion shall occur within ten (10) business days following the end of the twenty (20) trading day period described in the foregoing sentence.
Appears in 1 contract
Sources: Offshore Convertible Securities Subscription Agreement (Bio Plexus 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 September 15November 1, 2027 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 September 15November 1, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 117.9245 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) Subject to Section 14.01(a)(ii), a Note may be converted only in the following circumstances:
(i) Prior to the close of business on the Business Day immediately preceding September 15November 1, 20272029, 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 ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding November 1, 2029, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Stock the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, 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 Price per $1,000 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 will be deemed 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 be less 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 98% 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 product 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 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 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 each Trading Day account of the Notice of Redemption for conversions of such failureNotes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination as to whether any of the conditions described in this Section 14.01(b) have been satisfied.
Appears in 1 contract
Sources: Indenture (Terawulf Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 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:
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 September January 15, 2027 2024 under the circumstances and during the periods set forth in Section 14.01(b13.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 13.01(b), at any time prior during the period from, and including, January 15, 2024 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 82.4572 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 13, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September January 15, 20272024, 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 ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Gannett Co., 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 September 15July 1, 2027 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 September 15July 1, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 21.9029 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15July 1, 20272029, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance . The Trading Prices shall be determined by the Company in accordance with the following procedures and conditions concerning bids solicited by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested in writing such determinationdetermination and provided in writing the names and contact information of the three securities dealers selected by the Company to provide bids to determine the Trading Price, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall (x) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (y) irrevocably instruct the Bid Solicitation Agent in writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes based on the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each when obligated as provided in the two immediately preceding sentences, or if the Company gives such written instruction and information to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids or (z) the Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, then, in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify in writing 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 on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Upstart Holdings, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note:
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 September 15[ ], 2027 20[ ] 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 September 15[ ], 2027, at any time 20[ ] and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 [ ] shares of Class A Common C Capital Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.0214.01(b)(v), the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15[ ], 202720[ ], 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 C Capital Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common C Capital Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common C Capital Stock and the Conversion Rate. 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 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 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 C Capital Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common C Capital Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Zillow 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 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 September December 15, 2027 2031 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September December 15, 20272031, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 8.0793 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September December 15, 20272031, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day. At such time as the Company shall direct the Bid Solicitation Agent (if other than the Company) in writing to solicit the bid quotations, the 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 provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.”
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify in writing the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
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 right2, at such Holder’s optionthe option of the Holder thereof, to convert all any Note or any portion (if of the portion to be converted principal amount thereof which is $1,000 principal amount or an integral multiple thereofof $1,000, and which has not previously been redeemed pursuant to Article 3 hereof or purchased pursuant to Article 4 hereof, may be converted into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) of such Note:
(i) subject to satisfaction obtained by dividing the principal amount of the conditions described Note or portion thereof surrendered for conversion by the Conversion Price in effect at such time, by surrender of the Note to be so converted in whole or in part together with any required funds, in the manner provided in Section 14.01(b)2.02, at any time following the issuance of the Notes and prior to the close of business on September 1, 2021. Holders may surrender Notes for conversion into Common Stock on any date within a calendar quarter if, as of the Business last day of the preceding calendar quarter, the Sale Price of the Common Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day immediately of the quarter is more than 120% of the Conversion Price on the last Trading Day of the quarter. The Conversion Agent will, on behalf of the Company, determine at the end of each quarter if the Notes are convertible and notify the Company and the Trustee and, upon receipt of such determination each quarter, if the Notes are convertible, the Company shall issue a press release indicating that the Notes are convertible and publish such information on the Company's Web site. In addition, even if the condition in the preceding September 15paragraph has not been satisfied, 2027 under the circumstances and during the periods set forth in Section 14.01(b);a Holder may surrender for conversion a Note or portion of a Note:
(iii) on if such Note or after September 15such portion thereof has been called for redemption pursuant to Article 3 hereof, 2027, at any time prior to until the close of business on the second Scheduled Trading Day immediately preceding day that is two Business Days prior to the Maturity Date; in each caseRedemption Date unless the Company defaults on payment of the Redemption Price;
(ii) if the Company consolidates with or merges into another corporation, at an initial conversion rate of 10.5430 or is a party to a binding share exchange pursuant to which the shares of Class A Common Stock (subject to adjustment would be converted into cash, securities or other property as provided set forth in Section 14.04 and2.05 hereof, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) 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 principal amount or an integral multiple thereof) for conversion at any time from and after the 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 the actual date of such transaction; or
(iii) during the five Business Day any period after any ten (10) consecutive Trading Day period (the “Measurement Period”) December 1, 2001 in which (A) the Trading Price per $1,000 principal amount credit rating assigned to the Notes by Standard & Poor's Rating Services is below BBB-, (B) the 4 8 credit rating assigned to the Notes by such rating agency is suspended or withdrawn or (C) such rating agency is not then rating the Notes. A Note in respect of Notes, as determined following a request by which a Holder has delivered a Purchase Notice or Change of Notes Control Purchase Notice pursuant to Section 4.01 or Section 4.02 exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with the procedures described below in this subsection (b)(i)terms of such Section, 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, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and defaults in the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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% payment of the product applicable Purchase Price or Change of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading DayControl Purchase Price.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 1 contract
Sources: First Supplemental Indenture (HCC Insurance Holdings Inc/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 a 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 September 15July 1, 2027 2019 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) irrespective of the conditions described in Section 14.01(b), on or after September 15July 1, 2027, at any time prior to 2019 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 60.1368 shares of Class A Common Stock (subject to adjustment as adjusted as provided in Section 14.04 and, if applicable, Section 14.03as of any date, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15July 1, 20272019, a Holder the Notes may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) be surrendered for conversion at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions set forth in this subsection (b)(i) concerning 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 (Ab)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Note 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 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 preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the applicable Conversion Rate on such Trading DayRate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Isis 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 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 September October 15, 2027 2023 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) irrespective of the conditions described in Section 14.01(b), on or after September October 15, 2027, at any time 2023 and prior to the close of business on the second Scheduled Trading Business Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 39.6920 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September October 15, 20272023, a Holder the Notes may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) be surrendered for conversion at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such for each Trading DayDay during the Measurement Period. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Note 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 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the applicable Conversion Rate on such Trading DayRate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 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 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 September April 15, 2027 2030 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September April 15, 20272030, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 7.6199 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September April 15, 20272030, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day. At such time as the Company shall direct the Bid Solicitation Agent (if other than the Company) in writing to solicit the bid quotations, the 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 provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.”
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify in writing the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
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:
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 September January 15, 2027 2036 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September January 15, 2027, at any time 2036 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 8.5982 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
. As provided for in Section 14.09, the Trustee shall have no obligation to make any determination as to whether any of the conditions described in Section 14.01 (b) have been satisfied that makes the Notes eligible for conversion or no longer eligible therefor unless and until the Company delivers the related notices referred to in Section 14.01(b).
(i) Prior to the close of business on the Business Day immediately preceding September January 15, 20272036, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Bid Solicitation Agent following a request by a Holder or Holders of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding January 15, 2036, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Stock the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 28 Scheduled Trading Price per $1,000 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 (or, if later, in the case of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant to this subsection (b)(ii) if it participates, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert its Notes as if it held a number of shares of Common Stock equal to the Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes will be deemed 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 be less the close of business on the Business Day immediately preceding January 15, 2036, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than 98% 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 product surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding January 15, 2036, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding January 15, 2036, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the Last Reported Sale Price 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 Conversion Rate on each last Trading Day of such failurethe immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
Appears in 1 contract
Sources: Indenture (AST SpaceMobile, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, 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:
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 September December 15, 2027 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 September December 15, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 43.6814 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September December 15, 20272029, 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 after any ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. At such time as the Company instructs the Bid Solicitation Agent (if other than the Company) in writing 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 Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bids, solicit 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, determine 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 failureNotes 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 (Astronics 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:
(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 September 15February 1, 2027 2026 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September 15February 1, 20272026, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 66.6667 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15February 1, 20272026, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
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 September May 15, 2027 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 September May 15, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 3.5056 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September May 15, 20272026, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance . The Trading Prices shall be determined by the Company in accordance with the following procedures and conditions concerning bids solicited by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested in writing such determinationdetermination and provided in writing the names and contact information of the three securities dealers selected by the Company to provide bids to determine the Trading Price, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall (x) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (y) irrevocably instruct the Bid Solicitation Agent in writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes based on the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each when obligated as provided in the two immediately preceding sentences, or if the Company gives such written instruction and information to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids or (z) the Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, then, in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify in writing 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 on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Upstart Holdings, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple 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 September April 15, 2027 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 September April 15, 2027, at any time 2023 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 32.7332 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September April 15, 20272023, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination and provided the Bid Solicitation Agent with the names and contact information of the securities dealers the Company has selected for such purpose, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Bid Solicitation Agent or the Company shall determine that the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until a new request from a Holder is acting made 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 failureprovided above.
Appears in 1 contract
Sources: Indenture (Redfin 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 $1,000 100,000 principal amount or an integral multiple thereofof $100,000 in excess thereof (or such lesser amount held by such Holder)) of such Note:
Note (i) subject to satisfaction of the one or more conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September February 15, 2027 2030 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior during the period from, and including, February 15, 2030 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 shares of Class A Common Stock 1.9614 Ordinary Shares (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September February 15, 20272030, 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 ten (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 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 Class A Common Stock Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock Ordinary Shares and the Conversion Rate. 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 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 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 Ordinary Shares and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on or within one Business Day of such determination. 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 Ordinary Shares and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Palo Alto Networks 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 Capitalized Principal Amount or an any 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 September 15February 28, 2027 2026 under the circumstances and during the periods set forth in Section 14.01(b) (provided, that notwithstanding anything to the contrary in this clause (i);
, no Holder may so convert all or any portion of any such Note (other than subject to satisfaction of the conditions described in Section 14.01(b)(iii)) prior to the Conversion Trigger Date), and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15February 28, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 686.8132 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount Capitalized Principal Amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15February 28, 20272026, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock on such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids, or if the Company so 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. 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing). Any such determination will be conclusive absent manifest error, and the Trustee and the Conversion Agent shall be entitled to conclusively rely on the written notice thereof. 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 on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) , and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bids, solicit 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, determine 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 failureNotes as set forth in this Indenture) again until a new Holder request is made pursuant to this Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Nikola 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 September November 15, 2027 2031, under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September November 15, 2027, at any time 2031 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 12.1215 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September November 15, 20272031, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance . The Trading Prices shall be determined by the Company in accordance with the following procedures and conditions concerning bids solicited by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested in writing such determinationdetermination and provided in writing the names and contact information of the three securities dealers selected by the Company to provide bids to determine the Trading Price, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall (x) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (y) irrevocably instruct the Bid Solicitation Agent in writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes based on the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each when obligated as provided in the two immediately preceding sentences, or if the Company gives such written instruction and information to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids or (z) the Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, then, in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify in writing 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 on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Upstart Holdings, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note:
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 September 15January 1, 2027 under 2020, and (ii) regardless of the circumstances and during the periods set forth conditions described in Section 14.01(b);
(ii) on or after September 15, 2027, at any time prior during the period from, and including, January 1, 2020 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 58.1869 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). The Notes shall not be convertible into shares of Common Stock or any other securities under any circumstances.
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 20272020, a Holder may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) for conversion solely into cash at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, determination in writing; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such Rate, at which time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If 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 preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 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:
(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 September November 15, 2027 2028 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September November 15, 20272028, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate Conversion Rate of 10.5430 78.5083 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September November 15, 20272028, 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 after any ten (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 a Holder of Notes in accordance with the procedures and conditions described below in this subsection (b)(iSection 14.01(b), 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, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting (upon which the Trustee and the Conversion Agent may conclusively rely). Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
Appears in 1 contract
Sources: Indenture (AMC Networks 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:
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 September 15May 1, 2027 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) on or after September 15May 1, 2027, at any time prior to 2019 until the close of business on the second Scheduled Trading 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 10.5430 17.0068 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, 8.03 and Section 14.038.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.028.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15May 1, 20272019, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of the Notes in accordance with the procedures described below in 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with Day (the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a “Trading Price determinationCondition”).
(A) The Bid Solicitation Agent (if other than the CompanyIssuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company Issuer has requested such determination, and the Company Issuer shall have no obligation to make such request (or, if the Company Issuer is acting as Bid Solicitation Agent, the Company Issuer shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes a Note requests such determination in writing that the Company makes such a determination and provides the Company 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 Class A Common Stock and the Conversion Rate on such Trading Day. At such time, at which time the Company Issuer shall instruct the Bid Solicitation Agent to (if other than the Company) to determineor, or if the Company Issuer is acting as Bid Solicitation Agent, the Company shall determine, Issuer 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 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Issuer does not so instruct the Bid Solicitation Agent, or the Bid Solicitation Agent fails, to (or, if the Issuer is acting as Bid Solicitation Agent, the Issuer does not) obtain bids when required, the Trading Price condition 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 has been metmet on any Trading Day, the Company Issuer shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on such Trading Day. If, at any time after the Trading Price condition 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 Class A Common Stock and the Conversion Rate on such Trading Day, the Company Issuer shall promptly so notify the HoldersHolders of the Notes, 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 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 an integral multiple thereof) of such Note:
Note (i) subject to satisfaction of the conditions described in subsections (i)-(iv) of Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September June 15, 2027 2015 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) irrespective of the conditions described in subsections (i)-(iv) of Section 14.01(b), on or after September June 15, 2027, at any time 2015 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 80.0000 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, 14.03 and Section 14.0314.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (ii)(A) Prior to the close of business on the Business Day immediately preceding September June 15, 20272015, a Holder the Notes may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) be surrendered for conversion at any time during the five Business Day period immediately after any ten (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 a Holder of Notes in accordance with the procedures described below in this subsection (b)(ib)(i)(A), 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, subject to compliance with the following procedures and conditions concerning . The Trading Price per $1,000 principal amount of Notes shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i)(A) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If the Company does not so instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when required as provided in the preceding sentence, 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 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 day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the applicable Conversion Rate on such Trading DayRate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (American Equity Investment Life Holding Co)
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 September 15, 2027 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 September 15, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 9.8992 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15, 20272029, a Holder may surrender all or any portion of its Notes (that is at least $1,000 aggregate principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determinationset forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.
(A) ” The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Affirm Holdings, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple 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 September June 15, 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 September June 15, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 23.9137 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September June 15, 2027, 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 consecutive Business Day period after immediately following any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder beneficial owner of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent to determine (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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, 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 Trading Day.
(B) failure. If the Trading Price condition set forth in this subsection (b)(i) has been met, the 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 in this subsection (b)(i) 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 on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . At such time as the Company is not acting as directs the Bid Solicitation AgentAgent in writing to solicit bid quotations, the Company shall provide the Bid Solicitation Agent with the names and contact details of the three independent nationally-recognized securities dealers selected by the Company, and the Company does not, when it is required to, instruct the Bid Solicitation Agent will direct those security dealers to obtain bids, or if the Company gives such instruction provide bids 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 1 contract
Sources: Indenture (PROS Holdings, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note:
(i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15February 1, 2027 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) regardless of the conditions described in Section 14.01(b), on or after September 15February 1, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 18.8796 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15February 1, 2027, 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 consecutive Business Day period after any ten (10) five consecutive Trading Day period (such five consecutive Trading Day period, the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate 1,000,000 principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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, Agent and the Bid Solicitation Agent fails to make such determination, 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 the Notes will 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.
Appears in 1 contract
Sources: Indenture (On Semiconductor Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note:
Note (i) subject to satisfaction of one or more 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 September 15October 1, 2027 under the circumstances 2024 and during the periods set forth in Section 14.01(b);
(ii) regardless of the conditions described in Section 14.01(b), on or after September 15October 1, 2027, at any time 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 9.5238 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15October 1, 20272024, 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 ten (10) 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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject . The Company shall provide written notice to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to make a the definition of Trading Price, along with appropriate contact information for each. The Company shall determine the Trading Price determination.
in accordance with the bids it receives from the Bid Solicitation Agent (A) if other than the Company). The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit in the manner described above the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing and provided the names and contact information of the three nationally recognized securities dealers selected by the Company, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine solicit the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the The Company shall determine, the Trading Price per $1,000 principal amount of Notes, in accordance with the Notes bids solicited by the Bid Solicitation Agent, 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 as provided in the preceding sentence, or if the 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 Company is acting as Bid Solicitation Agent and the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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, writing on 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 within one Business Day of such failureTrading Day.
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 September August 15, 2027 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 September August 15, 2027, at any time 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 10.8702 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September August 15, 20272030, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance . The Trading Prices shall be determined by the Company in accordance with the following procedures and conditions concerning bids solicited by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested in writing such determinationdetermination and provided in writing the names and contact information of the three securities dealers selected by the Company to provide bids to determine the Trading Price, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall (x) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (y) irrevocably instruct the Bid Solicitation Agent in writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes based on the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each when obligated as provided in the two immediately preceding sentences, or if the Company gives such written instruction and information to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids or (z) the Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, then, in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify in writing 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 on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Upstart Holdings, 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 and such Holder’s remaining principal amount after such conversion is $1,000 or an integral multiple thereof) of such Note:
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 September June 15, 2027 2020 under the circumstances and during the periods set forth in Section 14.01(b8.01(b);
, and (ii) irrespective of the conditions described in Section 8.01(b), on or after September June 15, 2027, at any time prior to 2020 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 82.5764 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.038.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.028.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September June 15, 20272020, a Holder 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below in 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with Day (the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a “Trading Price determinationCondition”).
(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 Second Supplemental Indenture. Any such determination shall be conclusive absent manifest error.
(B) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) ), unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 applicable Conversion Rate on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, determine (or if the Company is acting as the Bid Solicitation Agent, the Company shall determine, ) pursuant to this subsection (b)(i) and the definition of Trading Price 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 Class A Common Stock and the applicable Conversion Rate.
(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 solicit bids as described above, (y) the Company gives such instruction to the Bid Solicitation Agent to solicit bids and the Bid Solicitation Agent fails to determine the Trading Price or (z) the Company is acting as Bid Solicitation Agent and the Company fails to determine the Trading Price, then, in 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 Trading Dayfailure.
(BD) If the Trading Price condition Condition has been met, the Company shall promptly so notify provide notice thereof to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing). If, at any time after the Trading Price condition 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 Class A Common Stock and the Conversion Rate on for such Trading Day, the Company shall promptly so notify provide notice thereof to the Holders, 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 1 contract
Sources: Second 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 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 September 15into duly authorized, 2027 under the circumstances fully paid and during the periods set forth in Section 14.01(b);
(ii) on or after September 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 nonassessable shares of Class A Common Stock (subject to adjustment Section 12.12 hereof), at the Conversion Price, determined as provided hereinafter provided, in Section 14.04 andeffect at the time of conversion:
(1) during any Conversion Period, if applicable, Section 14.03, the “Sale 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 Rate”) per $1,000 principal amount Period was more than 120% of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).Price on that thirtieth Trading Day;
(b2) (i) 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 principal amount or an integral multiple thereof) for conversion at any time during the five Business Day period after following any ten five consecutive Trading-Day period in which the average of the Trading Prices for the Debentures for that five Trading-Day period was less than 97% of the average Conversion Value for the 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 Debentures are not otherwise convertible, the Company may satisfy such 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 converted (10) consecutive any such Common Stock so utilized to satisfy such conversion pursuant to this 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);
(3) 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-”, (the “Measurement Period”2) in which the Trading Price per $1,000 principal amount 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 Notesany 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, as determined following a request by a Holder of Notes 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 accordance with the procedures described below in this subsection (b)(i), for each Trading Day name and at the expense of the Measurement Period was less than 98% Company, shall notify the Holders of the product of event triggering such convertibility in the Last Reported Sale Price of the Class A Common Stock manner provided in Section 14.2, and the Conversion Rate Company shall also publicly announce such information and publish it on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than 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 per $1,000 principal amount of the Notes Debentures pursuant to clause (2) above, unless the Company has shall have requested that it make such determination, ; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless so requested by a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading DayHolder. At such timetime as a written request is made by a Holder, the Company shall instruct the Bid Solicitation Conversion Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, determine the Trading Price per $1,000 principal amount of the Notes Debentures 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 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 Class A Common Stock and on the Conversion Rate on Business Day immediately preceding the announcement of such Trading Day.
distribution, (B) If 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 Trading Price condition has been met, Fair Market Value (as determined by the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the TrusteeBoard of Directors) in writing. If, at any time after the Trading Price condition has been met, the Trading Price of such distribution per $1,000 principal amount share of Notes is greater than or equal to 98Common Stock exceeds 10% of the product Sale Price of a share of Common Stock on the Last Reported Business Day immediately preceding the date of declaration of such distribution, or (C) 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 Sale Price of the Class A 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 on such Trading Day, Debentures become convertible into that Capital Stock as specified in the Company shall promptly so notify the Holders, 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 determinationdefinition of Change of Control, then, in either each case, the Trading Price per Debentures 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 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 in Section 12.4 hereof, then the Debentures may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by F▇▇▇▇▇ as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. The Conversion Rate, at any time, shall equal (A) $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 divided by the Conversion Rate on each Trading Day of Price at such failuretime, rounded to three decimal places (rounded up if the fourth decimal place thereof is 5 or more and otherwise 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 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:
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 September 15January 1, 2027 2020, under the circumstances and during the periods set forth in Section 14.01(b13.01(b);
, and (ii) irrespective of the conditions described in Section 13.01(b), on or after September 15January 1, 20272020, at any time and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 21.8718 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.0313.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 20272020, a Holder the Notes may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) be surrendered for conversion at any time during the five Business Business-Day period immediately after any ten (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 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the applicable Conversion Rate on such Trading DayRate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 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 September December 15, 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 September December 15, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 23.2364 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September December 15, 2027, 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 (5) consecutive Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing and have provided the Bid Solicitation Agent with the names and contact information of the three independent nationally recognized securities dealers the Company has selected for this purpose, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate and the Company will instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders of the Notes, 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).
(i) If, prior to the close of business on the Business Day immediately preceding December 15, 2027, the Company elects to:
(A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith and in commercially reasonable manner, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify in writing 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 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 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 Holder.
(ii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets that occurs, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets (other than a merger effected solely to change the Company’s jurisdiction of incorporation solely within the United States that (x) does not otherwise constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion, or exchange of outstanding shares of the Common Stock solely into shares of common equity of the surviving entity and such common equity becomes the sole Reference Property for the Notes), 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 transaction until the earlier of (x) 35 Scheduled Trading Days after the effective date of such transaction (or, if the Company gives notice after the effective date of such transaction, until 35 Trading Days after the date the Company gives notice) or, if such transaction also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date 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 writingwriting no later than the effective date of such transaction.
(Ciii) 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 Prior to the Bid Solicitation Agentclose of business on the Business Day immediately preceding December 15, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2023 (and the Bid Solicitation Agent fails to make only during such determinationcalendar quarter), 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 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 Conversion Rate on each 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.
(iv) If the Company calls all or any of the Notes for Optional Redemption pursuant to Article 16, then the Holder of a Note called for redemption may convert such failureNote (or a portion thereof) at any time prior to the close of business on the Business Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice will expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of such Note called for Optional Redemption may convert such Note (or a portion thereof) until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for.
Appears in 1 contract
Sources: Indenture (Model N, 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:
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 September 15February 1, 2027 2020, under the circumstances and during the periods set forth in Section 14.01(b13.01(b);
, and (ii) irrespective of the conditions described in Section 13.01(b), on or after September 15February 1, 20272020, at any time and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 15.2172 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.0313.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.0213.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15February 1, 20272020, a Holder the Notes may surrender all or any portion of its Notes (that is $1,000 principal amount or an integral multiple thereof) be surrendered for conversion at any time during the five Business Business-Day period immediately after any ten (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 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the applicable Conversion Rate on such Trading DayRate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(Cii) If (x) If, prior to the close of business on the Business Day immediately preceding February 1, 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 not acting as Bid Solicitation Agentless 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 Company does notTrading 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, when it is required todebt securities or rights to purchase securities of the Company, instruct which distribution has a per share value, as reasonably determined by the Bid Solicitation Agent to obtain bidsBoard of Directors, or if exceeding 10% of the Company gives Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for 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 determinationdistribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 45 Scheduled Trading Price per $1,000 principal amount 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 will be deemed 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 be subscribe for or purchase shares of the Common Stock at less than 98% of the product such average of the Last Reported Sale Price Prices of the Class A Common Stock for the 10 consecutive Trading-Day period ending on, and including, the Conversion Rate on each Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such failureshares 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:
(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 September 15, 2027 2026 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September 15, 20272026, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 7.6043 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15, 20272026, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify in writing the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
Appears in 1 contract
Sources: Indenture (TechTarget 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(b14.01(c)-(f), at any time prior to the close of business on the Business Day immediately preceding September March 15, 2027 2030 under the circumstances and during the periods set forth in Section 14.01(b14.01(c)-(f);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(c)-(f), at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 445.6328 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) [Reserved.]
(ic) Prior If, prior to the close of business on the Business Day immediately preceding September March 15, 20272030, the Company elects to:
(i) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholders rights plan, so long as such rights have not separated from the shares of the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or
(ii) 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 stockholders rights plan, so long as such rights have not separated from the shares of the Common Stock), which distribution has a per share value, as reasonably determined by the Company, 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 (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 (that is $1,000 principal amount or an integral multiple thereof) for conversion at any time during until the five earlier of (1) the close of business on the Business Day period after any ten immediately preceding the Ex-Dividend Date for such issuance or distribution and (102) consecutive Trading Day period the Company’s announcement that such issuance or distribution will not take place. Holders may not convert their Notes pursuant to this Section 14.01 (c) if they participate (other than in the “Measurement Period”) case of a share split or share combination in which respect of the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below in this subsection (b)(iCommon Stock), for each Trading Day at the same time and upon the same terms as holders of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate on each as of the Record Date for such Trading Dayissuance or distribution, subject to compliance with as the following procedures and conditions concerning case may be, multiplied by the Bid Solicitation Agent’s obligation to make a Trading Price determinationprincipal amount (expressed in thousands) of Notes held by such Holder.
(Ad) The Bid Solicitation Agent (if other than If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Company) shall have no obligation close of business on the Business Day immediately preceding March 15, 2030, regardless of whether a Holder has the right to determine require the Trading Price per $1,000 principal amount of Company to repurchase the Notes unless the Company has requested such determination, and the Company shall have no obligation pursuant to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determineSection 15.02, or if the Company is acting as Bid Solicitation Agenta party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding 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 the Corporate Event until the earlier of (x) 35 Trading Days after the effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting no later than the effective date of such Corporate Event.
(e) [Reserved.]
(f) If the Company calls a Note for redemption pursuant to Article 16, then the Holder of such Note called for redemption may surrender such Note (or any portion thereof) called for redemption for conversion at any time from, and including, the Redemption Notice Date with respect to such Note until the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date (or, if the Company defaults in the payment of the Redemption Price, 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 (any such period, a “Redemption Period”). IfAfter that time, the right to convert such Note on account of the Company’s delivery of the Redemption Notice shall expire. If the Company elects to redeem less 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, before the close of business on the 44th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time after during the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) the Company is not acting as Bid Solicitation Agentrelated Redemption Period, and the Company does not, when it is required to, instruct the Bid Solicitation Agent to obtain bids, or if the Company gives each 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 conversion will be deemed to be less of a Note called for redemption. The Trustee shall not be obligated to make any determination in connection with the foregoing. If a Holder elects to convert Notes called for redemption pursuant to this Section 14.01(f) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than 98% all of the product outstanding Notes pursuant to Article 16, Holders of the Last Reported Sale Price Notes not called for redemption will not be entitled to convert such Notes pursuant to this Section 14.01(f) on account of the Class A Common Stock Redemption Notice and will not be entitled to an increase in the Conversion Rate on each Trading Day account of the Redemption Notice for conversions of such failureNotes during the related Redemption Period even if such Notes are otherwise convertible, except in the limited circumstances set forth in the immediately preceding paragraph.
Appears in 1 contract
Sources: Indenture (3d Systems 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 of $1,000 in excess thereof) of such Note:
Note (i) subject to satisfaction of the conditions described in Section 14.01(bSection 8.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15July 1, 2027 2023 under the circumstances and during the periods set forth in Section 14.01(bSection 8.01(b);
, and (ii) regardless of the conditions described in Section 8.01(b), on or after September 15July 1, 2027, at any time 2023 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 8.9364 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 8, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02Section 8.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15July 1, 20272023, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Third Supplemental Indenture (Macquarie Infrastructure 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 September August 15, 2027 2018, only under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior during the period from, and including, August 15, 2018 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 186.4280 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September August 15, 20272018, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Horizon Pharma, 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 Capitalized Principal Amount or an any 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 September 15February 28, 2027 2026 under the circumstances and during the periods set forth in Section 14.01(b) (provided, that notwithstanding anything to the contrary in this clause (i);
, no Holder may so convert all or any portion of any such Note (other than subject to satisfaction of the conditions described in Section 14.01(b)(iii)) prior to the Conversion Trigger Date), and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15February 28, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 [•] shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount Capitalized Principal Amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15February 28, 20272026, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock on such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids, or if the Company so 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. 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing). Any such determination will be conclusive absent manifest error, and the Trustee and the Conversion Agent shall be entitled to conclusively rely on the written notice thereof. 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 on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) , and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bids, solicit 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, determine 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 failureNotes as set forth in this Indenture) again until a new Holder request is made pursuant to this Section 14.01(b)(i).
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 September July 15, 2027 2037, other than during the Uniform Conversion Period, under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior to during the close of business on the second Scheduled Trading Day immediately preceding Uniform Conversion Period, and at any time during the Maturity Date; Conversion Period, in each case, at an initial conversion rate of 10.5430 25.0474 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September July 15, 20272037, a Holder may surrender all or any portion of its Notes (that 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At , at which time and upon such timereasonable evidence, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwithin one Business Day of such Trading Price condition being met. 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 on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
within one Business Day of such date. For the avoidance of doubt, each Holder of the Notes shall have the right, at such Holder’s option, to convert all or any portion (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 portion to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make such determination, or (y) the Company be converted 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 or an integral multiple thereof) of such failureNote without regard to the condition in this Section 14.01(b)(i) during the Uniform Conversion Period.
Appears in 1 contract
Sources: Indenture (Meritor Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 of 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 September 15July 1, 2027 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 September 15July 1, 20272026, at any time and prior to the close of business on the second Scheduled Trading Business Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 7.9864 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15July 1, 20272026, 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 ten (10) 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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the Company makes make such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (J2 Global, 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 September October 15, 2027 2035 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 September October 15, 2027, at any time 2035 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 10.3845 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
. As provided for in Section 14.09, the Trustee shall have no obligation to make any determination as to whether any of the conditions described in Section 14.01 (b) have been satisfied that makes the Notes eligible for conversion or no longer eligible therefor unless and until the Company delivers the related notices referred to in Section 14.01(b).
(i) Prior to the close of business on the Business Day immediately preceding September October 15, 20272035, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Bid Solicitation Agent following a request by a Holder or Holders of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding October 15, 2035, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Stock the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 28 Scheduled Trading Price per $1,000 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 (or, if later, in the case of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant to this subsection (b)(ii) if it participates, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert its Notes as if it held a number of shares of Common Stock equal to the Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes will be deemed 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 be less the close of business on the Business Day immediately preceding October 15, 2035, 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 98% 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 product 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, 2035, (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, 2035, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time during the relevant Redemption Period, even if the Called Notes are not otherwise convertible at such time. If the Company makes an All Notes Election with respect to a Partial Redemption pursuant to Section 16.02(d), Holders of all outstanding Notes may convert their Notes pursuant to this Section 14.01(b)(v) at any time during the relevant Redemption Period, irrespective of whether such Notes are Called Notes and even if the Notes are not otherwise convertible at such time. Following the relevant Redemption Period, the right to convert such Notes on account of the Company’s delivery of a Notice of Redemption pursuant to the two immediately preceding sentences shall expire. In the event of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), if the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, in connection with an election of Physical Settlement and as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Partial Redemption (and, as a result thereof, convertible pursuant to this Section 14.01 (b)((v)), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the relevant Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert its Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate on each Trading Day for such Notes that are so converted in connection with such Notice of Redemption pursuant to Section 14.03. Accordingly, in the case of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate for conversions of such failureNotes during the related Redemption Period pursuant to Section 14.03, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).
Appears in 1 contract
Sources: Indenture (AST SpaceMobile, Inc.)
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:
(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 September 151, 2027 2028 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September 151, 20272028, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 28.1591 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 151, 20272028, 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 after any ten (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 a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting (upon which the Trustee and the Conversion Agent may conclusively rely). Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
Appears in 1 contract
Sources: Indenture (Sphere Entertainment Co.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIV, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral a 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 September June 15, 2027 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 September June 15, 2027, at any time 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 3.5997 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article XIV, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September June 15, 20272025, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 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 Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price who have agreed to deliver bids, subject along with appropriate contact information for each, and shall direct such securities dealers to compliance with provide the following procedures and conditions concerning required information to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company so 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 determine the Trading Price per $1,000 principal amount of Notes when the Company is required to do so, 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Other than as set forth above, none of the Company is not acting as Bid Solicitation AgentTrustee, and the Company does not, when it is required to, instruct the Bid Solicitation Agent (if other than the Company) or Conversion Agent shall have any duty to obtain bids, determine or if verify 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, Company’s determination of whether 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 failurecondition set forth above has been met.
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 one or more conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September May 15, 2027 2024 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior during the period from, and including, May 15, 2024 to the close of business on the second third Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 shares of Class A Common Stock 6.3478 Ordinary Shares (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September May 15, 20272024, 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 ten (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 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 Class A Common Stock Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock Ordinary Shares and the Conversion Rate. 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 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 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 Ordinary Shares and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on or within one Business Day of such determination. 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 Ordinary Shares and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (CyberArk Software Ltd.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note:
(i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15January 1, 2027 2020 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September 15January 1, 20272020, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 25.6410 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 20272020, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, 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 the Notes will 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.
Appears in 1 contract
Sources: Indenture (Whiting Petroleum 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:
(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 September March 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September March 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 6.8810 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September March 15, 2027, 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 after any ten (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 a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
(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 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 Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September May 15, 2027 2029 under the circumstances and during the periods set forth in Section Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September May 15, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 22.0420 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September May 15, 20272029, a Holder may surrender all or any portion of its Notes (that is at least $1,000 aggregate principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determinationset forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.
(A) ” The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 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 Trading Day.
(B) failure. Any such determination shall be conclusive absent manifest error. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct Trustee nor the Bid Solicitation Agent to obtain bids, (if other than the Company) shall have any liability 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 responsibility for any Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of or related information or the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failureaccuracy thereof.
Appears in 1 contract
Sources: Indenture (Fluor Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $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 September 15January 1, 2027 2031 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15January 1, 2027, at any time 2031 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at based on an initial conversion rate of 10.5430 3.5825 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 20272031, 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 ten (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 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in Section 1.01. At such time as the Company directs the Bid Solicitation Agent (Aif other than the Company) in writing to solicit bid quotations, the Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of Trading Price. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in (or such lesser amount as may then be outstanding) aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the Notes bids solicited by the Bid Solicitation Agent, 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders , 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 1 contract
Sources: Indenture (Dave Inc./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 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 September November 15, 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 September November 15, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 11.4681 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 in principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September November 15, 2027, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 in principal amount of Notes, as determined by the Bid Solicitation Agent following a request by 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with Day (the following procedures and conditions concerning “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 in principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 in principal amount of Notes) unless a Holder Holders of at least $2,000,000 5,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with a written request and reasonable evidence that the Trading Price per $1,000 in 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 on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 in principal amount of Notes (in accordance with the Notes procedures described above) 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 in 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 on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingRate. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, 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, not instruct the Bid Solicitation Agent to obtain bidsdetermine the Trading Price per $1,000 in principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such instruction to instructs the Bid Solicitation Agent, 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 it the Company fails to make such determinationdetermination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 in principal amount of Notes will 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 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 in 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 Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. The Company may replace the Bid Solicitation Agent with any Person by written notice to the Trustee and the Holders. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Integer Holdings 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 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 September 15December 1, 2027 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 September 15December 1, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at based on an initial conversion rate of 10.5430 45.9939 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15December 1, 20272029, 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 ten (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 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in Section 1.01. At such time as the Company directs the Bid Solicitation Agent (Aif other than the Company) in writing to solicit bid quotations, the Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of Trading Price. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the Notes bids solicited by the Bid Solicitation Agent, 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders , 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 1 contract
Sources: Indenture (MP Materials Corp. / DE)
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:
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 September May 15, 2027 2028 under the circumstances and during the periods set forth in Section Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September May 15, 2027, at any time 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 7.2747 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September May 15, 20272028, a Holder may surrender all or any portion of its Notes (that is at least $1,000 aggregate principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determinationset forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.
(A) ” The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 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 Trading Day.
(B) failure. Any such determination shall be conclusive absent manifest error. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting and, for the avoidance of doubt, thereafter, neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another request by a Holder in accordance with this subsection (b)(i) is submitted. 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 on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent to obtain bids, (if other than the Company) shall have any liability 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 responsibility for any Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of or related information or the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failureaccuracy 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 September 15December 1, 2027 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 September 15December 1, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 61.3704 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15December 1, 20272029, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested in writing such determinationdetermination and provided in writing the names and contact information of the three securities dealers selected by the Company to provide bids to determine the Trading Price, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall (x) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (y) irrevocably instruct the Bid Solicitation Agent in writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes based on the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each when obligated as provided in the two immediately preceding sentences, or if the Company gives such written instruction and information to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids or (z) the Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, then, in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify in writing 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 on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Sunrun 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:
(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 September 15, 2027 2025 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September 15, 20272025, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 14.1977 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15, 20272025, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 1,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify in writing the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
(ii) If, prior to the close of business on the Business Day immediately preceding September 15, 2025, 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 or 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 in writing all Holders of the Notes and the Trustee 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 September 15, 2025:
(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 Specified Corporate Event (other than a Specified Corporate Event that is solely for the purpose of changing the Company’s jurisdiction of organization that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), 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 earlier of (i) 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 and (ii) 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) 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 September 15, 2025, 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, 2021 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on 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).
(A) If the Company calls any Note for Redemption pursuant to Article 16, the Holder may convert such Note (or a portion thereof) called for Redemption at any time from, and including, the Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price. If the Company has designated a Redemption Date pursuant to Article 16, a Holder that complies with the requirements for conversion described herein shall be deemed to have delivered a notice of its election not to have its Notes so redeemed.
(B) If the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 51st Scheduled Trading Day immediately before the related Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption (and, as a result thereof, convertible in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion shall be deemed to be of a Note called for Redemption for the purposes of this Section 14.01(b)(v), Section 14.03 and Section 16.01.
Appears in 1 contract
Sources: Indenture (TechTarget 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 September 15February 1, 2027 2032 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15February 1, 2027, at any time 2032 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 50.1567 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) Subject to Section 14.01(a)(ii), a Note may be converted only in the following circumstances:
(i) Prior to the close of business on the Business Day immediately preceding September 15February 1, 20272032, 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 ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding February 1, 2032, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Stock the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, 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 Price per $1,000 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 will be deemed 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 be less the close of business on the Business Day immediately preceding February 1, 2032, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than 98% 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 product surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding February 1, 2032, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding February 1, 2032, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2025, 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 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 each Trading Day account of the Notice of Redemption for conversions of such failureNotes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination as to whether any of the conditions described in this Section 14.01(b) have been satisfied.
Appears in 1 contract
Sources: Indenture (Terawulf Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 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:
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 September 15May 1, 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 September 15May 1, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 8.6073 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15May 1, 2027, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 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 Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price who have agreed to deliver bids, subject along with appropriate contact information for each, and shall direct such securities dealers to compliance with provide the following procedures and conditions concerning required information to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company so 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 determine the Trading Price per $1,000 principal amount of Notes when the Company is required to do so, 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Other than as set forth above, none of the Company is not acting as Bid Solicitation AgentTrustee, and the Company does not, when it is required to, instruct the Bid Solicitation Agent or Conversion Agent shall have any duty to obtain bids, determine or if verify 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, Company’s determination of whether 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 failurecondition set forth above has been met.
Appears in 1 contract
Sources: Indenture (Akamai 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 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 September April 15, 2027 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 September April 15, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 76.8182 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 in principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September April 15, 20272029, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 in principal amount of Notes, as determined by the Bid Solicitation Agent following a request by 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with Day (the following procedures and conditions concerning “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 in principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 in principal amount of Notes) unless a Holder or Holders of at least $2,000,000 5,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with a written request and reasonable evidence that the Trading Price per $1,000 in 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 on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to solicit bids from three independent nationally recognized securities dealers and to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 in principal amount of Notes (in accordance with the Notes procedures described above) 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 in 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 on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingRate. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, 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, not instruct the Bid Solicitation Agent to obtain bidsdetermine the Trading Price per $1,000 in principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such instruction to instructs the Bid Solicitation Agent, 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 it the Company fails to make such determinationdetermination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 in principal amount of Notes will 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 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 in 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 Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. The Company may replace the Bid Solicitation Agent with any Person by written notice to the Trustee and the Holders. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Repay Holdings 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 September 15January 1, 2027 2024 only under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior during the period from, and including, January 1, 2024 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 101.8589 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 20272024, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder one or more Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide(s) the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. Any determination of the Trading Price per $1,000 principal amount of Notes pursuant to this Section 14.01(b)(i) shall be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent shall be required to obtain bids, or if solicit bids again until a new Holder request is made in accordance with 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, procedures set forth 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Under Armour, 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 September 15January 1, 2027 2026 under the Table of Contents 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 September 15January 1, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 17.2902 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 20272026, 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 ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other Table of Contents 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 on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding January 1, 2026, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Stock the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, 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 35 Scheduled Trading Price per $1,000 Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Table of Contents 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 will be deemed 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 be less the close of business on the Business Day immediately preceding January 1, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than 98% 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 product surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding January 1, 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 January 1, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar 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 Conversion Rate on each last Trading Day of such failurethe immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
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 September July 15, 2027 2023 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September July 15, 20272023, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 48.2567 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September July 15, 20272023, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate 1,000,000 principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
Appears in 1 contract
Sources: Indenture (On Semiconductor 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 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 September January 15, 2027 2021 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 September January 15, 2027, at any time 2021 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 33.0579 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September January 15, 20272021, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of 57 NY\7714988.8 Notes, as determined following a request by 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 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 Indenture. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, subject to compliance the Company shall provide the Bid Solicitation Agent with the following procedures names and conditions concerning contact details of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If 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 preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, so long as reasonable evidence has been provided as set forth above, the 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 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 on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (TUTOR PERINI Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14IV, each Holder of a Note 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:
(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 September May 15, 2027 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
(ii) on or after September May 15, 2027, at any time 2018 prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , at any time without regard to the conditions described in each caseclause (b) of this Section 4.01, in the case of either clause (i) or (ii), at an initial conversion rate of 10.5430 28.5714 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, 4.03 and Section 14.034.04, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.024.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September May 15, 20272018, a Holder 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below in this subsection (b)(i), for each Trading Day of the such 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 DayDay (the “Trading Price Condition”), subject to compliance with the following procedures and conditions described below in this subsection (b)(i) concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent to (if other than the Company) to determineor, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, shall) determine the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition Condition has been met, the 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 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 Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, 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 the Notes will 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.
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 September April 15, 2027 2028 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September April 15, 2027, at any time 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 17.1474 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September April 15, 20272028, a Holder may surrender all or any portion of its Notes (that is at least $1,000 aggregate principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determinationset forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.
(A) ” The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 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 Trading Day.
(B) failure. Any such determination shall be conclusive absent manifest error. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct Trustee nor the Bid Solicitation Agent to obtain bids, (if other than the Company) shall have any liability 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 responsibility for any Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of or related information or the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failureaccuracy thereof.
Appears in 1 contract
Sources: Indenture (Enovis 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 multiple thereof) of such Note:
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 September 151, 2027 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 September 151, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at based on an initial conversion rate of 10.5430 28.9184 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 151, 20272026, 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 ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) 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 the Notes unless the 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 Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder one or more Holders in the aggregate of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determineso solicit secondary market bid quotations in respect of (and provide such names and contact information) and shall direct securities dealers to provide bids to the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids as provided in the preceding sentence 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 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 carry out such instruction, or (y) the Company is acting as Bid Solicitation Agent and the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 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 on for such Trading Daydate, the Company shall promptly so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) ). Neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct the Trustee nor any Bid Solicitation Agent to obtain bids, (other than the Company) shall have any liability 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 responsibility for any Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of or related information or the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failureaccuracy 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 thereof) of such Note:
Note (i) subject to satisfaction of the one or more conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15May 1, 2027 2025 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior during the period from, and including, May 1, 2025 to the close of business on the second third Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 shares of Class A Common Stock 4.6823 Ordinary Shares (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15May 1, 20272025, 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 ten (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 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 Class A Common Stock Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock Ordinary Shares on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock Ordinary Shares and the Conversion Rate. 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 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 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 Ordinary Shares and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on or within one Business Day of such determination. 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 Ordinary Shares and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 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 Capitalized Principal Amount or an any 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 September 15January 1, 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 September 15January 1, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 41.6119 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount Capitalized Principal Amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 2027, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. 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 with the names and contact details of the three independent nationally recognized securities dealers selected by the Company, and the Company shall direct those security dealers to provide bids to the Bid Solicitation Agent. Any such determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to obtain bids, or if the Company so 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. 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) , and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bids, solicit 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, determine 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 failureNotes as set forth in this Indenture) again until a new Holder request is made pursuant to this Section 14.01(b)(i).
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 September 15June 1, 2027 2031 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15June 1, 2027, at any time 2031 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 80.4602 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) Subject to Section 14.01(a)(ii), a Note may be converted only in the following circumstances:
(i) Prior to the close of business on the Business Day immediately preceding September 15June 1, 20272031, 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 ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding June 1, 2031, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Stock the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, 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 Price per $1,000 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 will be deemed 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 be less the close of business on the Business Day immediately preceding June 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than 98% 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 product surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding June 1, 2031, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding June 1, 2031, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2025, if the Last Reported Sale Price 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 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 each Trading Day account of the Notice of Redemption for conversions of such failureNotes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination as to whether any of the conditions described in this Section 14.01(b) have been satisfied.
Appears in 1 contract
Sources: Indenture (Terawulf Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XII, each a Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the principal amount of the portion to be converted is $1,000 principal amount 2,000 or an integral multiple of $1,000 in excess thereof) of such NoteNote into cash and, if applicable, shares of Common Stock in accordance with this Article XII.
(b) Notwithstanding anything to the contrary in the Indenture or the Notes, the Notes shall not be convertible pursuant to this Article XII except as follows:
(i) subject prior to satisfaction April 1, 2040, the Notes may be converted on any date during any calendar quarter beginning after June 30, 2012 (and only during such calendar quarter), if the Closing Sale Price per share of Common Stock was more than one hundred and thirty percent (130%) of the conditions described then current Conversion Price for at least twenty (20) Trading Days in Section 14.01(b)the period of thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the previous calendar quarter;
(ii) the Notes may be converted at any time on or after April 1, 2040;
(iii) a Note that is called for Redemption may be converted at any time on or after the date the notice of Redemption is mailed pursuant to Section 3.03 of the Base Indenture and Section 3.02 hereof until the close of business on the Business Day prior to the applicable Redemption Date;
(iv) if the Company distributes, to all holders of Common Stock, rights or warrants (other than pursuant to a rights plan) entitling them to purchase, for a period expiring not more than sixty (60) calendar days following the record date for such distribution, shares of Common Stock at a price per share less than the average Closing Sale Price per share of Common Stock for the ten (10) consecutive Trading Days immediately preceding the announcement date for such distribution, then the Notes may be converted at any time from and including the date the Company provides notice of such distribution pursuant to Section 12.01(c) until the earlier of (A) 5:00 p.m., New York City time, on the Business Day preceding the Ex-Date for such distribution and (B) any announcement by the Company that such distribution will not take place;
(v) if the Company distributes, to all holders of Common Stock, cash or other assets, debt securities or rights to purchase the Company’s securities (other than pursuant to a rights plan), which distribution has a value per share of Common Stock exceeding ten percent (10%) of the Closing Sale Price per share of Common Stock on the Trading Day preceding the announcement date for such distribution, then the Notes may be converted at any time from and including the date the Company provides notice of such distribution pursuant to Section 12.01(c) until the earlier of (A) 5:00 p.m., New York City time, on the Business Day preceding the Ex-Date for such distribution and (B) any announcement by the Company that such distribution will not take place;
(vi) if:
(A) the Company is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of the Company’s property and assets;
(B) such consolidation, merger, binding share exchange, sale or conveyance does not constitute a Fundamental Change; and
(C) pursuant to such consolidation, merger, binding share exchange, sale or conveyance, the Common Stock would be converted into cash, securities or other property, then the Notes may be converted at any time during the period that begins fifteen (15) calendar days prior to the date announced by the Company as the anticipated effective date of such consolidation, merger, binding share exchange, sale or conveyance and that ends on, and includes, the date that is fifteen (15) calendar days after the date that is the actual effective date of such consolidation, merger, binding share exchange, sale or conveyance;
(vii) if a transaction described under clauses (1), (3) or (4) of the definition of Fundamental Change in Section 1.01 occurs, then the Notes may be converted at any time during the period that begins on the Business Day following the effective date of such Fundamental Change and that ends at 5:00 p.m., New York City time, on the Business Day preceding the Fundamental Change Repurchase Date relating to such Fundamental Change; and
(viii) the Notes may be converted during the five (5) consecutive Business Day period following any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”), if, on each Trading Day during such Note Measurement Period, the Trading Price of the Notes (expressed as an amount per $1,000 principal amount of Notes) on such Trading Day, as determined following a request by a Holder in accordance with Section 12.01(d), was less than ninety eight percent (98%) of the product of (A) the Closing Sale Price per share of Common Stock on such Trading Day and (B) the Conversion Rate in effect on such Trading Day (the condition set forth in this clause (viii) is herein referred to as the “Trading Price Condition”); provided, however, that (x) in no event shall the Notes be convertible at or after the close of business on the Business Day immediately preceding September 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; (y) in each caseno event shall the Notes that have been previously redeemed, at an initial conversion rate repurchased or converted be thereafter converted; and (z) a Note in respect of 10.5430 shares which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted on or after the date of Class A Common Stock (subject to adjustment as provided the delivery of such Fundamental Change Repurchase Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn in accordance with Section 14.04 4.01(c), and, if applicable, Section 14.03unless such Fundamental Change Repurchase Notice has been so validly withdrawn or the Company defaults in the payment of the Fundamental Change Repurchase Price, the “Conversion Rate”) per $1,000 principal amount of Notes (subject conversion right with respect to the settlement provisions of Section 14.02such Note will expire at 5:00 p.m., the “Conversion Obligation”).
(b) (i) Prior to the close of business New York City time, on the Business Day immediately preceding September 15the related Fundamental Change Repurchase Date.
(c) At least thirty (30) calendar days prior to the Ex-Date of a distribution by the Company referred to in Section 12.01(b)(iv) or Section 12.01(b)(v), 2027the Company will provide notice to Holders of such distribution. If a transaction described under clauses (1), a Holder may surrender all (3) or any portion (4) of its Notes (that is $1,000 principal amount or an integral multiple thereof) for conversion the definition of Fundamental Change in Section 1.01 occurs, then the Company will notify Holders of the anticipated effective date of such Fundamental Change at any time during the five Business Day period after any least ten (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 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 Class A Common Stock and the Conversion Rate on each calendar days prior to such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determinationdate.
(Ad) The Bid Solicitation Agent (if other than the Company) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes do so, but if a Holder provides such a determination and provides written request to the Company, then the Company with reasonable evidence that will determine 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the Trading Day immediately following the receipt of date the Company receives such evidence written request and on each successive subsequent Trading Day until the Trading Price per $1,000 principal amount of Notes Condition 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 on such Trading Dayno longer satisfied.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 1 contract
Conversion Privilege. (ai) Subject to and upon compliance with the provisions of this Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral a multiple of $1,000 in excess thereof) of such Note:
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 September 15January 1, 2027 2025 under the circumstances and during the periods set forth in Section Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15January 1, 2027, at any time 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 10.5150 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(ba) (i) Prior to the close of business on the Business Day immediately preceding September 15January 1, 20272025, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 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 Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price who have agreed to deliver bids, subject along with appropriate contact information for each, and shall direct such securities dealers to compliance with provide the following procedures and conditions concerning required information to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company so 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 determine the Trading Price per $1,000 principal amount of Notes when the Company is required to do so, 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Other than as set forth above, none of the Company is not acting as Bid Solicitation AgentTrustee, and the Company does not, when it is required to, instruct the Bid Solicitation Agent or Conversion Agent shall have any duty to obtain bids, determine or if verify 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, Company’s determination of whether 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 failurecondition set forth above has been met.
Appears in 1 contract
Sources: Indenture (Akamai 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 in a minimum denomination of $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 September April 15, 2027 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 September April 15, 2027, at any time 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 8.6749 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September April 15, 20272024, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject . The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to compliance with this subsection (b)(i) and the following procedures and conditions concerning definition of Trading Price set forth in this Supplemental Indenture. If the Company is not acting as the Bid Solicitation Agent’s obligation , the Company shall provide written notice to make a the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price determination.
(A) Price, along with appropriate contact information for each. The Bid Solicitation Agent (Agent, if other than not the Company) , shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if where the Company is acting as the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) Price per $1,000 principal amount of Notes, unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such Rate, at which time, if the Company is not the Bid Solicitation Agent, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or or, if the Company is acting as the Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as the 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 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) if the Company is acting as the Bid Solicitation Agent and fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been metmet on any day, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingon or 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 Class A Common Stock and the Conversion Rate on for such Trading Day, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) that the Trading Price condition set forth above is no longer met, and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent shall be required 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 solicit further bids until a new Holder request is acting made 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 failureprovided above.
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 Capitalized Principal Amount or an any 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 September 15February 28, 2027 2026 under the circumstances and during the periods set forth in Section 14.01(b) (provided, that notwithstanding anything to the contrary in this clause (i);
, no Holder may so convert all or any portion of any such Note (other than subject to satisfaction of the conditions described in Section 14.01(b)(iii)) prior to the Conversion Trigger Date), and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15February 28, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 114.3602 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount Capitalized Principal Amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).; provided however, that notwithstanding anything to the contrary in the foregoing, the Conversion Rate with respect to any conversion made during the Temporary Conversion Rate Adjustment Period pursuant to Section 14.01(b)(vi), shall be deemed to be 320.9243 per $1,000 Capitalized Principal Amount of Notes (subject to adjustment as provided in this Article 14 (other than Section 14.03)).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15February 28, 20272026, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock on such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids, or if the Company so 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. 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing). Any such determination will be conclusive absent manifest error, and the Trustee and the Conversion Agent shall be entitled to conclusively rely on the written notice thereof. 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 on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) , and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bids, solicit 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, determine 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 failureNotes as set forth in this Indenture) again until a new Holder request is made pursuant to this Section 14.01(b)(i).
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:
(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 September May 15, 2027 2025 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September May 15, 20272025, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 69.6767 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September May 15, 20272025, 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 after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determinationdetermination (the “Trading Price Condition”).
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition Condition has been met, the 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 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 Class A Common Stock and the Conversion Rate on for such Trading Day, the Company shall promptly so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (xi) the Company is not acting as a Bid Solicitation Agent, 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, a determination or (yii) the Company is acting as Bid Solicitation Agent and it the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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. 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 (Cinemark Holdings, 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:
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 September 15December 1, 2027 2031 under the circumstances and during the periods set forth in Section Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15December 1, 2027, at any time 2031 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 37.0535 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”). As provided for in Section 14.09, the Trustee shall have no obligation to make any determination as to whether any of the conditions described in Section 14.01(b) have been satisfied that makes the Notes eligible for conversion or no longer eligible therefor unless and until the Company delivers the related notices referred to in Section 14.01(b).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15December 1, 20272031, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Bid Solicitation Agent following a request by a Holder or Holders of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding December 1, 2031, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Stock the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 28 Scheduled Trading Price per $1,000 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 (or, if later, in the case of a separation of rights issued pursuant to a stockholder rights plan, until the 20th Trading Day following the date of such notice), in each case, even if the Notes are not otherwise convertible at such time; provided that a Holder may not convert its Notes pursuant to this subsection (b)(ii) if it participates, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert its Notes as if it held a number of shares of Common Stock equal to the Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes will be deemed 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 be less the close of business on the Business Day immediately preceding December 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than 98% 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 product surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding December 1, 2031, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event.
(iv) Prior to the close of business on the Business Day immediately preceding December 1, 2031, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2025 (and only during such calendar 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 calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time during the relevant Redemption Period, even if the Called Notes are not otherwise convertible at such time. If the Company makes an All Notes Election with respect to a Partial Redemption pursuant to Section 16.02(d), Holders of all outstanding Notes may convert their Notes pursuant to this Section 14.01(b)(v) at any time during the relevant Redemption Period, irrespective of whether such Notes are Called Notes and even if the Notes are not otherwise convertible at such time. Following the relevant Redemption Period, the right to convert such Notes on account of the Company’s delivery of a Notice of Redemption pursuant to the two immediately preceding sentences shall expire. In the event of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), if the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Partial Redemption (and, as a result thereof, convertible pursuant to this Section 14.01(b)(v)), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the relevant Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert its Notes pursuant to this Section 14.01(b)(v) during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate on each Trading Day for such Notes that are so converted in connection with such Notice of Redemption pursuant to Section 14.03. Accordingly, in the case of a Partial Redemption where the Company does not make an All Notes Election with respect to such Partial Redemption pursuant to Section 16.02(d), Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate for conversions of such failureNotes during the related Redemption Period pursuant to Section 14.03, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).
Appears in 1 contract
Sources: Indenture (AST SpaceMobile, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XII, each a Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the principal amount of the portion to be converted is $1,000 principal amount 2,000 or an integral multiple of $1,000 in excess thereof) of such NoteNote into cash and, if applicable, shares of Common Stock in accordance with this Article XII.
(b) Notwithstanding anything to the contrary in the Indenture or the Notes, the Notes shall not be convertible pursuant to this Article XII except as follows:
(i) subject prior to satisfaction February 15, 2042, the Notes may be converted on any date during any calendar quarter beginning after September 30, 2013 (and only during such calendar quarter), if the Closing Sale Price per share of Common Stock was more than one hundred thirty percent (130%) of the conditions described then current Conversion Price for at least twenty (20) Trading Days in Section 14.01(b)the period of thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the previous calendar quarter;
(ii) the Notes may be converted at any time on or after February 15, 2042;
(iii) a Note that is called for Redemption may be converted at any time on or after the date the notice of Redemption is mailed pursuant to Section 3.03 of the Base Indenture and Section 3.02 hereof until the close of business on the Business Day prior to the applicable Redemption Date;
(iv) if the Company distributes, to all holders of Common Stock, rights or warrants (other than pursuant to a rights plan) entitling them to purchase, for a period expiring not more than sixty (60) calendar days following the record date for such distribution, shares of Common Stock at a price per share less than the average Closing Sale Price per share of Common Stock for the ten (10) consecutive Trading Days immediately preceding the announcement date for such distribution, then the Notes may be converted at any time from and including the date the Company provides notice of such distribution pursuant to Section 12.01(c) until the earlier of (A) 5:00 p.m., New York City time, on the Business Day preceding the Ex-Date for such distribution and (B) any announcement by the Company that such distribution will not take place;
(v) if the Company distributes, to all holders of Common Stock, cash or other assets, debt securities or rights to purchase the Company’s securities (other than pursuant to a rights plan), which distribution has a value per share of Common Stock exceeding ten percent (10%) of the Closing Sale Price per share of Common Stock on the Trading Day preceding the announcement date for such distribution, then the Notes may be converted at any time from and including the date the Company provides notice of such distribution pursuant to Section 12.01(c) until the earlier of (A) 5:00 p.m., New York City time, on the Business Day preceding the Ex-Date for such distribution and (B) any announcement by the Company that such distribution will not take place;
(vi) if:
(A) the Company is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of the Company’s property and assets;
(B) such consolidation, merger, binding share exchange, sale or conveyance does not constitute a Fundamental Change; and
(C) pursuant to such consolidation, merger, binding share exchange, sale or conveyance, the Common Stock would be converted into cash, securities or other property, then the Notes may be converted at any time during the period that begins fifteen (15) calendar days prior to the date announced by the Company as the anticipated effective date of such consolidation, merger, binding share exchange, sale or conveyance and that ends on, and includes, the date that is fifteen (15) calendar days after the date that is the actual effective date of such consolidation, merger, binding share exchange, sale or conveyance;
(vii) if a transaction described under clauses (1), (3) or (4) of the definition of Fundamental Change in Section 1.01 occurs, then the Notes may be converted at any time during the period that begins on the Business Day following the effective date of such Fundamental Change and that ends at 5:00 p.m., New York City time, on the Business Day preceding the Fundamental Change Repurchase Date relating to such Fundamental Change; and
(viii) the Notes may be converted during the five (5) consecutive Business Day period following any five (5) consecutive Trading Day period (such five (5) consecutive Trading Day period, the “Note Measurement Period”), if, on each Trading Day during such Note Measurement Period, the Trading Price of the Notes (expressed as an amount per $1,000 principal amount of Notes) on such Trading Day, as determined following a request by a Holder in accordance with Section 12.01(d), was less than ninety eight percent (98%) of the product of (A) the Closing Sale Price per share of Common Stock on such Trading Day and (B) the Conversion Rate in effect on such Trading Day (the condition set forth in this clause (viii) is herein referred to as the “Trading Price Condition”); provided, however, that (x) in no event shall the Notes be convertible at or after the close of business on the Business Day immediately preceding September 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; (y) in each caseno event shall the Notes that have been previously redeemed, at an initial conversion rate repurchased or converted be thereafter converted; and (z) a Note in respect of 10.5430 shares which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted on or after the date of Class A Common Stock (subject to adjustment as provided the delivery of such Fundamental Change Repurchase Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn in accordance with Section 14.04 4.01(c), and, if applicable, Section 14.03unless such Fundamental Change Repurchase Notice has been so validly withdrawn or the Company defaults in the payment of the Fundamental Change Repurchase Price, the “Conversion Rate”) per $1,000 principal amount of Notes (subject conversion right with respect to the settlement provisions of Section 14.02such Note will expire at 5:00 p.m., the “Conversion Obligation”).
(b) (i) Prior to the close of business New York City time, on the Business Day immediately preceding September 15the related Fundamental Change Repurchase Date.
(c) At least thirty (30) calendar days prior to the Ex-Date of a distribution by the Company referred to in Section 12.01(b)(iv) or Section 12.01(b)(v), 2027the Company will provide notice to Holders of such distribution. If a transaction described under clauses (1), a Holder may surrender all (3) or any portion (4) of its Notes (that is $1,000 principal amount or an integral multiple thereof) for conversion the definition of Fundamental Change in Section 1.01 occurs, then the Company will notify Holders of the anticipated effective date of such Fundamental Change at any time during the five Business Day period after any least ten (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 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 Class A Common Stock and the Conversion Rate on each calendar days prior to such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determinationdate.
(Ad) The Bid Solicitation Agent (if other than the Company) Company shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes do so, but if a Holder provides such a determination and provides written request to the Company, then the Company with reasonable evidence that will determine 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the Trading Day immediately following the receipt of date the Company receives such evidence written request and on each successive subsequent Trading Day until the Trading Price per $1,000 principal amount of Notes Condition 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 on such Trading Dayno longer satisfied.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 1 contract
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:
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 September August 15, 2027 2026 under the circumstances and during the periods set forth in Section Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September August 15, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 4.6371 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September August 15, 20272026, a Holder may surrender all or any portion of its Notes (that is at least $1,000 aggregate principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period immediately after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determinationset forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent in accordance with the definition of “Trading Price.
(A) ” The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes in accordance with the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Affirm Holdings, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is a minimum of $1,000 principal amount or an integral a 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 September January 15, 2027 2033 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 September January 15, 2027, at any time 2033 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 10.7513 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September January 15, 20272033, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 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 Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price who have agreed to deliver bids, subject along with appropriate contact information for each, and shall direct such securities dealers to compliance with provide the following procedures and conditions concerning required information to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes make such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company so 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 determine the Trading Price per $1,000 principal amount of Notes when the Company is required to do so, 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) . Other than as set forth above, none of the Company is not acting as Bid Solicitation AgentTrustee, and the Company does not, when it is required to, instruct the Bid Solicitation Agent or Conversion Agent shall have any duty to obtain bids, determine or if verify 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, Company’s determination of whether 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 failurecondition set forth above has been met.
Appears in 1 contract
Sources: Indenture (Akamai 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 a minimum of $1,000 principal amount or an integral a 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 September March 15, 2027 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 September March 15, 2027, at any time 2023 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 36.0295 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (ib) Prior to the close of business on the Business Day immediately preceding September March 15, 20272023, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 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 Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price who have agreed to deliver bids, subject along with appropriate contact information for each, and shall direct such securities dealers to compliance with provide the following procedures and conditions concerning required information to the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) . The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and Note provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 preceding sentence, or if the Company so 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 determine the Trading Price per $1,000 principal amount of Notes when the Company is required to do so, 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) ). None of the Company is not acting as Bid Solicitation AgentTrustee, and the Company does not, when it is required to, instruct the Bid Solicitation Agent or Conversion Agent shall have any duty to obtain bids, determine or if verify 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, Company’s determination of whether 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 failurecondition set forth above has been met.
Appears in 1 contract
Sources: Indenture (Avaya Holdings 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 thereofthereof and the principal amount of the portion of such Holder’s Note not converted is at least $200,000) of such Note:
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 September 15November 3, 2027 2025 under the circumstances and during the periods set forth in Section 14.01(b13.01(b);
, and (ii) regardless of the conditions described in Section 13.01(b), on or after September 15November 3, 2027, at any time 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 29.7619 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 13, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15November 3, 20272025, 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 ten (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 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or or, if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 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 on for such Trading Daydate, the Company shall promptly so notify the Holders, 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 1 contract
Sources: Indenture (Repay Holdings Corp)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1410, each a Holder of a Note shall have Security may convert such Security into Common Stock (the rightshares of Common Stock issuable upon such conversion, the "CONVERSION SHARES"), at such Holder’s optionthe Conversion Price then in effect, together with those rights, warrants or options hereinafter specified, to convert all or the extent applicable, if any portion (if of the portion to be converted following conditions is $1,000 principal amount or an integral multiple thereof) of such Notesatisfied:
(ia) subject to satisfaction during any calendar quarter (the "QUARTER"), if the Closing Price (as defined hereinafter) per share 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 conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding September 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately Quarter preceding the Maturity Date; Quarter in each case, at an initial which the conversion rate of 10.5430 shares such Security occurs is more than 120% of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).Price on such thirtieth Trading Day;
(b) the Security has been called for redemption by the Company pursuant to Section 3.01;
(ic) Prior during any period in which the credit ratings assigned to the close senior unsecured debt of business on the Business Day immediately preceding September 15Company by both ▇▇▇▇▇'▇ Investors Service Inc. and Standard & Poor's Ratings Group are reduced below B1 and B+, 2027, a Holder may surrender all or any portion respectively;
(d) if neither ▇▇▇▇▇'▇ Investors Service Inc. nor Standard & Poor's Ratings Group is rating the senior unsecured debt of its Notes the Company;
(that is $1,000 principal amount or an integral multiple thereofe) for the conversion at any time of such Security occurs during the five Business Day period after any ten (10) consecutive Trading Day period (the “Measurement Period”) immediately following a period of nine consecutive Trading Days in which the Security Trading Price per $1,000 principal amount of Notes, (as determined following a request by a Holder of Notes the Securities in accordance with the procedures described set forth below in this subsection (b)(i), Section 10.01) for each Trading Day of the Measurement Period in such period was less than 9895% of the product of the Last Reported Sale Closing Price per share of the Class A Common Stock and the Conversion Rate on each such Trading Day, subject Day multiplied by the number of shares of Common Stock issuable (assuming satisfaction of conditions to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(Aconversion) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per upon conversion of $1,000 in principal amount of the Notes unless Securities (the Company has requested condition specified in this clause (e) being the "95% TRADING CONDITION");
(i) an issuance of rights, warrants or options referred to in Section 10.06(b) occurs or (ii) a distribution referred to in Section 10.06(c) or 10.06(e) occurs where the fair market value of such determinationdistribution per share of Common Stock (as determined by the Board of Directors of the Company, and the Company which determination shall have no obligation to make be conclusive evidence of such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Pricefair market value) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 98exceeds 10% of the product Closing Price per share of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the Trading Day following immediately preceding the receipt date of declaration of such evidence and on each successive Trading Day until distribution unless the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% Holders of the product Securities may participate in the transaction on a basis and with notice that the Board of Directors of the Last Reported Sale Price of the Class A Common Stock Company determines to be fair and the Conversion Rate on such Trading Day.reasonable; or
(Bg) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) the Company is not acting as Bid Solicitation Agentparty to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into shares of stock, other securities or property (including cash) pursuant to Section 10.12 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 conversion of such Security occurs at any time from and after the date that is acting as Bid Solicitation Agent 15 Business Days prior to the date of the anticipated effective time of such transaction until and it fails to make including the date that is two Business Days before the actual date of such determination, then, in either casetransaction. In the case of the foregoing clauses (f)(i) and (ii), the Trading Price per $1,000 principal amount of Notes will be deemed Company must notify the Holders at least 20 days prior to be less than 98% the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the product close of business on the Last Reported Sale Price Business Day prior to the Ex-Dividend Date or the Company's announcement that such issuance or distribution will not take place. This provision shall not apply if the Holder of a Security otherwise participates in the Class A Common Stock and the Conversion Rate on each Trading Day of such failureissuance or distribution without conversion.
Appears in 1 contract
Sources: Indenture (Grey Wolf 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 thereofof $1,000 thereafter) 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 September March 15, 2027 2030 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) on or after September 15, 2027regardless of the conditions described in Section 14.01(b), at any time prior during the period from, and including, March 15, 2030 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 33.1609 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
. (b) )
(i) Prior to the close of business on the Business Day immediately preceding September March 15, 20272030, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate. 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 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 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing). The Bid Solicitation Agent shall furnish the Company with the Trading Price it obtained and the Company shall make any necessary determination as to whether the Trading Price condition set forth above has been met. If, at any time after the Trading Price condition 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 on for such Trading Daydate, the Company shall promptly so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.”
(ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2030, the Company elects to:
(A) issue to all or substantially all holders of the Common Stock any rights, options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or
(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, even if the Notes are not otherwise convertible at such time.
(iii) If, at any time, a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 15, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets that occurs prior to the close of business on the Business Day immediately preceding March 15, 2030, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the date that is 30 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the earlier of (x) the Business Day after the Company gives notice of such transaction and (y) the actual effective date of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date (or, in each case, if earlier, until the Company’s announcement that such transaction or event will not take place). The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) as promptly as practicable following the date the Company is not acting as Bid Solicitation Agentpublicly announces such transaction, 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 but in no event less than 30 Scheduled Trading Days prior to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to make anticipated effective date of such determination, transaction or (y) if the Company is acting as Bid Solicitation Agent and it fails does not have knowledge of such transaction at least 30 Scheduled Trading Days prior to make the anticipated effective date of such determinationtransaction, then, in either case, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% within one Business Day of the product date upon which the Company receives notice, or otherwise becomes aware, of such transaction but in no event later than the actual effective date of such transaction.
(iv) Prior to the close of business on the Business Day immediately preceding March 15, 2030, a Holder may surrender all or any portion of its Notes for conversion at any time during any fiscal quarter (and only during such fiscal quarter) commencing after the fiscal quarter ending on December 31, 2023, if the Last Reported Sale Price of the 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 Conversion Rate on each 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. The Conversion Agent, on behalf of the Company, shall determine at the beginning of each fiscal quarter commencing after December 31, 2023 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Company and the Trustee if the Notes become convertible in accordance with this clause (iv).
(v) If the Company calls any or all of the Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Notes that have been called for redemption for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such failuretime. After that time, the right to convert shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes that have been called for redemption until the Redemption Price 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 $1.00 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 September November 15, 2027 2028 under the circumstances and during the periods set forth in Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September November 15, 2027, at any time 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 260.6474 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). Notwithstanding anything to the contrary in this Section 14.01, the Notes will not be convertible at such Holder’s option (A) on or after a Forced Conversion Notice Date, unless the conversion is not settled in accordance with the Forced Conversion Notice, and (B) prior to the earlier of (i) June 30, 2024, and (ii) the date the Requisite Stockholder Approval is obtained.
(b) (i) Prior to the close of business on the Business Day immediately preceding September November 15, 20272028, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be solicited by the Bid Solicitation Agent’s obligation Agent and determined by the Company pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationsolicitation in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to solicit and/or determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Dayand the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determinesolicit, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes solicit such bids 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 Class A Common Stock 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 Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent in writing to obtain the Trading Price per $1,000 principal amount of Notes when obligated as provided in this Section 14.01(b)(i), or if the Company so instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in this Section 14.01(b)(i) 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 Trading Day.
(B) failure. If the Trading Price condition has been metmet on any Trading Day, the Company shall promptly will so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting on or within one Business Day of such Trading Day. Any such determination will 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 on for such Trading Day, the Company shall promptly so notify the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing that the Trading Price condition is no longer met and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another qualifying request is acting made 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 failureprovided above.
Appears in 1 contract
Sources: Indenture (fuboTV Inc. /FL)
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 September 15November 1, 2027 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 September 15November 1, 2027, at any time 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 8.4807 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15November 1, 20272025, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested in writing such determinationdetermination and provided in writing the names and contact information of the three securities dealers selected by the Company to provide bids to determine the Trading Price, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall (x) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (y) irrevocably instruct the Bid Solicitation Agent in writing (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of Notes based on the Notes bids solicited by the Bid Solicitation Agent 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 Class A Common Stock and the Conversion Rate. If the Company is not acting as Bid Solicitation Agent, the Company shall identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes or identify in writing to the Bid Solicitation Agent the three securities dealers selected by the Company to provide bids to determine the Trading Price and the contact information for each when obligated as provided in the two immediately preceding sentences, or if the Company gives such written instruction and information to the Bid Solicitation Agent and the Bid Solicitation Agent fails to make such determination, (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain such bids or (z) the Company fails to determine the Trading Price when obligated as provided in the second immediately preceding sentence, then, in each case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify in writing 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 on for such Trading Daydate, the Company shall promptly so notify in writing the HoldersHolders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Sunrun 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 Capitalized Principal Amount or an any 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 September 15February 28, 2027 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 September 15February 28, 2027, at any time 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 114.3602 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount Capitalized Principal Amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15February 28, 20272026, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with the procedures described below 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 Class A Common Stock on such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this Section 14.01(b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, 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 Class A Common Stock and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids, or if the Company so 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. 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing). Any such determination will be conclusive absent manifest error, and the Trustee and the Conversion Agent shall be entitled to conclusively rely on the written notice thereof. 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 on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) , and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bids, solicit 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, determine 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 failureNotes as set forth in this Indenture) again until a new Holder request is made pursuant to this Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Nikola 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 September 15June 1, 2027 under 2024 and (ii) regardless of the circumstances and during the periods set forth conditions described in Section 14.01(b);
(ii) , on or after September 15June 1, 2027, at any time 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 115.5001 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15June 1, 20272024, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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 on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Company in accordance with the following procedures and conditions concerning bids solicited by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determinationdetermination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall (i) instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (ii) instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate for the Notes. If (x) the Company is not acting as Bid Solicitation Agent, and the 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 Company instructs the Bid Solicitation Agent in writing 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 obtain such bids when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition Condition set forth above has been met, the 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 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 on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) that the Trading Price Condition is no longer met and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required 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 solicit bids again until another qualifying request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Harmonic 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 September 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b);
(ii) on or after September 15, 2027, Note at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 shares of Class A Common Stock 240.3846 Ordinary Shares (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 9, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.029.02, the “Conversion Obligation”).
(b) (i) Prior If, prior to the close of business on the Business Day immediately preceding September 15July 1, 20272030, 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 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 a price per share that is $1,000 principal amount or an integral multiple thereof) less than the average of the Last Reported Sale Prices of the Ordinary Shares for conversion at any time during the five Business Day period after any 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 a Holder the Board of Notes in accordance with the procedures described below in 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 Class A Common Stock and the Conversion Rate Ordinary Shares on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount Day preceding the date of the Notes unless the Company has requested announcement for such determinationdistribution, and the Company shall have no obligation to make such request (orthen, if the Company is acting as Bid Solicitation Agentin either case, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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% notify all Holders of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the HoldersNotes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Ifwriting 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 after the Trading Price condition has been metfrom, and including, the Trading Price per $1,000 principal amount date of Notes is greater than 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 equal to 98% of distribution will not take place (the product of the Last Reported Sale Price of the Class A Common Stock and the “Distribution Conversion Rate on such Trading DayPeriod”), the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) the Company is may provide 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 ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such failureEx-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 $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 September November 15, 2027 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 September November 15, 2027, at any time 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 18.6621 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September November 15, 20272024, 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 ten (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 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes pursuant to this subsection (b)(i) and the Notes definition of Trading Price set forth in this Indenture unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in 5,000,000 aggregate principal amount of Notes requests in writing that the 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 on and such Holder requests in writing that the Company request that the Bid Solicitation Agent determine or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading DayPrice of the Notes. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or or, if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) Rate, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the HoldersHolders of the Notes, 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 1 contract
Sources: Indenture (Teladoc, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of Except as otherwise provided in -------------------- this Article 1411, each a Holder of a Note shall have may convert such Note into Shares at any time if one of the right, at such Holder’s option, to convert all or any portion (if the portion to be converted following conditions is $1,000 principal amount or an integral multiple thereof) of such Notesatisfied:
(a) On or after September 4, 2001, but prior to the Maturity Date, a Holder may convert a Note into Shares (i) subject to satisfaction the first time that the Sale Price per Share on the principal national securities exchange on which the Shares are listed, for at least 20 trading days in any period of 30 consecutive trading days, exceeds 120% of the conditions described Accreted Conversion Price per Share on that thirtieth trading day; or (ii) during the five Business Day period following any 10 consecutive trading day period in which the average of the trading prices for the Notes for that period was less than 105% of the Average Conversion Value for the Notes during that 10 consecutive trading day period;
(b) A Holder may convert a Note into Shares if the Note has been called for redemption by the Company pursuant to Section 14.01(b), 3.01 at any time prior to the close of business on two Business Days prior to the Business Day immediately preceding September 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b)Redemption Date;
(c) On or after September 4, 2001 , but prior to the Maturity Date, a Holder may convert Notes into Shares during any period in which the respective credit ratings assigned to the Notes, or, if the Notes are not rated, to any of the Company's other senior unsecured Indebtedness, by either ▇▇▇▇▇'▇ Investor Service, Inc. or Standard & Poor's Rating Group, is below Baa3 or BBB-, respectively, or, if neither rating agency is rating any senior unsecured Indebtedness of the Company; or
(d) Subject to the time limitations listed in the next paragraph, a Holder may convert Notes into Shares if (i) a distribution of Capital Stock referred to in Section 11.07 occurs or (ii) a distribution referred to in Section 11.08 occurs. In the case of the foregoing clauses (d)(i) and (ii), the Company must notify the Holders at least 20 days prior to the date on which the Ex-Dividend Time lapses (the "Ex-Dividend Date") for such distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion at any time on or after September 154, 20272001, at any time but prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate until the earlier of 10.5430 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15prior to the Ex-Dividend Date or the Company's announcement that such distribution will not take place. In the event the Company is a party to a consolidation, 2027merger or binding share exchange pursuant to which the Shares would be converted into cash, securities or other Property, a Holder of a Note may surrender all convert such Note at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction. After the effective date of such transaction, the right to convert a Note into Shares will be changed into a right to convert such Note into the kind and amount of cash, securities or other Property which the Holder would have received if such Holder had converted its Note immediately prior to the transaction. If the Note is being called for redemption as described in clause (b) above, the Holder may convert it at any time before the close of business on the second Business Day immediately preceding the Redemption Date. A Note in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such Purchase Notice or Change in Control Purchase Notice is withdrawn in accordance with the terms of the Indenture. Subject to the next preceding paragraph, the Company shall deliver through the Conversion Agent to Holders surrendering Notes as soon as practicable after the Conversion Date Shares issuable upon conversion of such Notes. The number of Shares issuable upon conversion of a Note per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be that set forth in the Notes, subject to adjustment as herein set forth. A Holder may convert a portion of its Notes (that the Principal Amount at Maturity of a Note if the portion is $1,000 principal amount or an integral multiple thereof) for of $1,000. Provisions of this Indenture that apply to conversion at any time during the five Business Day period after any ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following all of a request by Note also apply to conversion of a Holder portion 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determinationNote.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 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 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 September December 15, 2027 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 September December 15, 2027, at any time 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 6.6243 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 in principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September December 15, 20272029, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 in principal amount of Notes, as determined by the Bid Solicitation Agent following a request by 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with Day (the following procedures and conditions concerning “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 in principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 in principal amount of Notes) unless a Holder Holders of at least $2,000,000 5,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with a written request and reasonable evidence that the Trading Price per $1,000 in 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 on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 in principal amount of Notes (in accordance with the Notes procedures described above) 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 in 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 on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingRate. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, 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, not instruct the Bid Solicitation Agent to obtain bidsdetermine the Trading Price per $1,000 in principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such instruction to instructs the Bid Solicitation Agent, 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 it the Company fails to make such determinationdetermination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 in principal amount of Notes will 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 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 in 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 Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. The Company may replace the Bid Solicitation Agent with any Person by written notice to the Trustee and the Holders. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Integer Holdings 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 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 until the close of business on the Business Day immediately preceding September July 15, 2027 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 September July 15, 2027, 2025 at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 63.0731 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September July 15, 20272025, 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 ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with 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, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such timeRate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determinesolicit, or if the Company is acting as Bid Solicitation Agent, the Company shall determinesolicit, the Trading Price per $1,000 principal amount of the Notes such bids 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 Class A Common Stock and the Conversion Rate. The Company shall determine the Trading Price in accordance with the bids received by the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent and the Company does not, when the Company 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 obtain bids or (y) the Company is acting as Bid Solicitation Agent and the Company fails to obtain bids, or the Company fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been metmet on any Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingwriting 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 Class A Common Stock and the Conversion Rate on for such Trading Day, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing that the Trading Price condition is no longer met and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent shall be required 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 solicit bids again until another qualifying request is acting made as Bid Solicitation Agent and it fails to make such determination, then, provided 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 failurethis Section 14.01.
Appears in 1 contract
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 a minimum of $1,000 principal amount or an integral multiple thereof) of such Note:
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 September 15July 1, 2027 under the circumstances and during the periods set forth in Section Section 14.01(b);
, and (ii) regardless of the conditions described in Section 14.01(b), on or after September 15July 1, 2027, at any time 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 26.8325 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September 15July 1, 2027, 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 after any ten (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 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A 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 Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bids, solicit 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, determine 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 failureNotes 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 (Semtech 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 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 September May 15, 2027 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 September May 15, 2027, at any time 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 70.1533 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 in principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding September May 15, 20272030, 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 ten (10) consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 in principal amount of Notes, as determined by the Bid Solicitation Agent following a request by 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 Class A Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with Day (the following procedures and conditions concerning “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (Aif other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 in principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 in principal amount of Notes) unless a Holder Holders of at least $2,000,000 5,000,000 in aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides provide the Company with a written request and reasonable evidence that the Trading Price per $1,000 in 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 on such Trading Day. At such time, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 in principal amount of Notes (in accordance with the Notes procedures described above) 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 in 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 on such Trading Day.
(B) If the Trading Price condition has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writingRate. If, at any time after the Trading Price condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on such Trading Day, the Company shall promptly so notify the Holders, 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, not instruct the Bid Solicitation Agent to obtain bidsdetermine the Trading Price per $1,000 in principal amount of Notes when obligated as provided in the preceding sentence, or if the Company gives such instruction to instructs the Bid Solicitation Agent, 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 it the Company fails to make such determinationdetermination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 in principal amount of Notes will 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 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 in 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 Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. The Company may replace the Bid Solicitation Agent with any Person by written notice to the Trustee and the Holders. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Pitney Bowes Inc /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 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 September 15, 2027 under the circumstances and during the periods set forth in Section 14.01(b);; and
(ii) on or after September 15, 2027, at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; in each case, at an initial conversion rate of 10.5430 5.2729 shares of Class A Common Stock (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) 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 principal amount or an integral multiple of $1,000 in excess thereof) for conversion at any time during the five Business Day period after any ten (10) five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with the procedures and conditions described below 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 Class A Common Stock and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination.
(A) The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price) unless a Holder of at least $2,000,000 in aggregate principal amount of Notes requests in writing that the 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 on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per $1,000 principal amount of the Notes beginning on the 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 Class A Common Stock and the Conversion Rate on such Trading Day.
(B) If the Trading Price condition has been met, the 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 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 on such Trading Day, the Company shall promptly so notify the Holders, 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 (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, Agent and the Bid Solicitation Agent fails to make such determinationdetermination (or, or (y) if the Company is acting as Bid Solicitation Agent and Agent, it fails to make such determination), then, in either case, the Trading Price per $1,000 principal amount of the Notes will 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.
(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 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 September October 15, 2027 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 September October 15, 2027, at any time 2030 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date; , in each case, at an initial conversion rate of 10.5430 shares of Class A 576.7013 Common Stock Shares (subject to adjustment as provided in Section 14.04 and, if applicable, Section 14.03this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). The Trustee shall have no obligation to make any determination as to whether any of the conditions described in Section 14.01(b) have been satisfied.
(b) (i) Prior to the close of business on the Business Day immediately preceding September October 15, 20272030, 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 ten (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 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 Class A Common Stock Shares on each such Trading Day and the Conversion Rate on each such Trading Day, subject to compliance with the following procedures and conditions concerning . The Trading Prices shall be determined by the Bid Solicitation Agent’s obligation Agent pursuant to make a this subsection (b)(i) and the definition of Trading Price determination.
(A) set forth in this Indenture. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading PricePrice per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 in 1,000,000 aggregate principal amount of Notes requests in writing that the Company makes such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock Shares on such Trading Day and the Conversion Rate on such Trading Day. At such time, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) to determine, or if the Company is acting as Bid Solicitation Agent, the 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 Class A Common Stock Shares and the Conversion Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does 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 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 the 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 Shares and the Conversion Rate on each Trading Day of such Trading Day.
(B) failure. If the Trading Price condition set forth above has been met, the 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 Class A Common Stock Shares and the Conversion Rate on for such Trading Daydate, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing.
(C) If (x) writing and thereafter neither the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to obtain bidssolicit 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, or if prior to the close of business on the Business Day immediately preceding October 15, 2030, the Company gives such instruction 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 Bid Solicitation Agentseparation 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 Bid Solicitation Agent fails Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to make such determinationall or substantially all holders of the Common Shares the Company’s assets, securities or (y) rights to purchase securities of the Company is acting (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 Bid Solicitation Agent and it fails to make 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 determinationdistribution, 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 Price per $1,000 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 will be deemed 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 be less 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 98% 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 product 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 Class A Common Stock 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 each Trading Day account of the Notice of Redemption for conversions of such failureNotes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).
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Sources: Indenture (Ur-Energy Inc)