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 a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 2018, a Holder may surrender all or a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, if other than the Company, of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, if other than the Company, shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failure.
Appears in 2 contracts
Conversion Privilege. (a) Subject to 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 42.5170 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent, at which time the Company shall instruct the Bid Solicitation Agent, Agent in writing (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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 2 contracts
Sources: Indenture (Lyft, Inc.), Indenture (Lyft, 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 a any portion (if the portion to be converted is $US$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, 2018 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 June 151, 2018 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 37.1830 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 151, 20182023, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $US$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares ADSs 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $US$1,000 principal amount of 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), Price per US$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $US$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 Class A Shares the ADSs on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 $US$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $US$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 Shares ADSs and the Conversion Rate for Rate. At such datetime as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall so promptly notify in writing will provide the Holders Bid Solicitation Agent with the names and contact details of the Notesthree independent nationally recognized securities dealers the Company selects, the Trustee and the Conversion Agent (if other than Company will direct those securities dealers to provide bids to the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $US$1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 third immediately preceding sentence, then, in either case, the Trading Price per $US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the ADSs 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. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate for such date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 2 contracts
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15February 1, 2018 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 June 15February 1, 2018 2024 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 37.3413 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15February 1, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than 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 definition of Trading Price set forth in this Indenture 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), ) or to determine the Trading Price per $1,000 principal amount of Notes unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 obtain bids when obligated as provided in the immediately 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 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 failure. If the Trading Price condition set forth above has been met on any Trading Dayand the Notes are convertible pursuant to this Section 14.01(b)(i), the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Dayin 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 Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failurewriting.
Appears in 2 contracts
Sources: Indenture (Pacira BioSciences, Inc.), Indenture (Flexion Therapeutics 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15April 1, 2018 2031, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15April 1, 2018 and prior to 2031 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 62.9921 Class A Ordinary Shares (subject to adjustment as provided in this Article Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15April 1, 20182031, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the securities dealers to deliver bids and the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Ordinary 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 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 on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Dayin 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 Ordinary Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding April 1, 2031, the Company elects to:
(A) distribute to all or substantially all holders of the Class A Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares) entitling them, for a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least forty-eight (48) Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). If ; provided, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (x1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place , the Company is may provide not acting as Bid Solicitation Agentless than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company does provides such notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not instruct take place, even if the Bid Solicitation Agent Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to determine this subsection (b)(ii) if they participate, at the Trading Price per $1,000 same time and upon the same terms as holders of the Class A Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Class A Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes when obligated as provided in held by such ▇▇▇▇▇▇.
(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the third close of business on the Business Day immediately preceding sentenceApril 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company instructs is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the Bid Solicitation Agent purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to obtain bids the close of business on the Business Day immediately preceding April 1, 2031, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date of such transaction or event until the earlier of (x) 35 Business Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and the Bid Solicitation Agent fails to make such determination, or (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company is acting as Bid Solicitation Agent shall notify Holders, the Trustee and the Company fails Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such transaction or event, but in no event later than the effective date of such transaction or event.
(iv) Prior to make such determination when obligated as provided in the third close of business on the Business Day immediately preceding sentenceApril 1, then2031, in either casea Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Note for Redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding April 1, 2031, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the related Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert shall expire under this clause (v), unless the Company defaults in the payment of the Redemption Price, in which case the Holder of the Called Notes may convert such Note until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth Business Day immediately preceding the relevant Optional Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on each Trading Day account of the Optional Redemption Notice 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).
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June March 15, 2018 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June March 15, 2018 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 4.0376 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June March 15, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Cloudflare, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15July 1, 2018 2026, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15July 1, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 75.0962 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15July 1, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15March 1, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 22.9830 shares of Class A Shares C Capital Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares C Capital 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder 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 Shares C Capital Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares C Capital Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Shares C Capital 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). 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 C Capital 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).
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15March 1, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 13.2329 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion RateRate and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. At such time, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 failure. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall will so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (Livongo Health, 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 a 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, and during the periods set forth in, in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 31, 2018 2030, under the circumstances and during the periods set forth in Section 13.01(b), and (ii) regardless of the conditions described in Section 14.01(b13.01(b), on or after June 15March 31, 2018 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 18.5031 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”).
(ba) (i) Prior to the close of business on the Business Day immediately preceding June 15March 31, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder or Holders in the aggregate of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, 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, 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 Notes Notes, in each case, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If The Company shall determine the Trading Price condition set forth above has been met on any Trading Day, in accordance with the Company shall so notify in writing bids solicited by the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 obtain such determination bids when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition 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 has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
(i) If, prior to the close of business on the Business Day immediately preceding March 31, 2030, the Company elects to:
(A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan so long as such rights have not separated from the shares of Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or
(B) distribute to all or substantially all holders of the Common Stock the Company’s assets, the Company’s securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company in good faith and in a commercially reasonable manner, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 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 for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place (or in the case of a separation or triggering event, until the 20th Trading Day following the date of the Company’s notice), in each case, even if the Notes are not otherwise convertible at such time. Notwithstanding the foregoing, Holders of the Notes may not convert their Notes pursuant to this provision if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(ii) If (I) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 31, 2030, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.02, or (II) if the Company is a party to a 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 31, 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 after the effective date for such Corporate Event until the earlier of (x) 35 Trading Days after the actual effective date of such Corporate Event or, if such Corporate Event also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the Business Day immediately preceding March 31, 2030. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing no later than the actual effective date of such Corporate Event.
(iii) Prior to the close of business on the Business Day immediately preceding March 31, 2030, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the calendar quarter ending on September 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee, Conversion Agent (if other than the Trustee) and the Holders thereof.
(iv) If the Company calls any or all of the Notes for Optional Redemption prior to the close of business on the Business Day immediately preceding March 31, 2030, then Holders may convert all or any portion of their Notes called for Optional Redemption at any time during the related Redemption Period, even if such Notes are not otherwise convertible at such time. After that time, the right to convert such Notes on account of the Company’s delivery of a Redemption Notice shall expire. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption as set forth in Article 16 and the Holder of any Note (including, for this purpose, the owner of a beneficial interest in a Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether the Notes owned by such Holder (or beneficially owned by such owner of a beneficial interest, as applicable) are subject to such partial Optional Redemption (and, as a result thereof, convertible in accordance with the provisions of this Section 13.01(b)(v)), then such Holder or such owner, as applicable, shall be entitled to convert such Notes (or such beneficial interests, as applicable) at any time during the relevant Redemption Period. Any such conversion will be deemed to be of a Note called for Optional Redemption and in connection with such Optional Redemption and entitled to an increased Conversion Rate as set forth and subject to the limitations in Section 13.03. The Trustee shall not be obligated to make any determination in connection with this Section 13.01(b)(v).
Appears in 1 contract
Sources: Indenture (Groupon, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June May 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June May 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 15.1338 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June May 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Upwork, 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 Security or a 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 portion thereof, into Evergreen Consideration Units, which include duly authorized, fully paid and nonassessable shares of Pioneer Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion:
(i) subject to satisfaction during any Conversion Period, if the Sale Price of 0.58175 shares of Pioneer Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the first day of the conditions described in, and Conversion Period plus the Cash Component was more than 110% of the Conversion Price on that thirtieth Trading Day;
(ii) during the periods set forth infive Trading Day period following any 10 consecutive Trading Day period in which the average of the Trading Prices for the Security for that 10 Trading Day period was less than 105% of the average Conversion Value for the Security during that period;
(iii) during any period in which the Securities are rated by Moody's or Standard & Poor's and the credit rating initially assign▇▇ ▇▇ the Securities by either Moody's or Standard & Poor's is reduced by two or more ratin▇▇ ▇▇▇▇ls; provided, Section 14.01(b)however, that the Company shall have no obligation to have the Securities rated;
(iv) if the Company has called the Security for redemption, at any time prior to the close of business on the day that is two Business Days prior to the Redemption Date, even if the Securities are not otherwise convertible at that time; or
(v) upon the occurrence of the corporate transactions specified in clause (b) of this Section 4.
1. The Company shall determine on a daily basis whether the Security shall be convertible as a result of the occurrence of an event specified in clause (i) or clause (ii) above and, if the Security shall be so convertible, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the Security shall become convertible pursuant to Section 4.1, the Company or, at the Company's written request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 4.2, and the Company shall also publicly announce such information and publish it on the Company's web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.
(b) In addition, in the event that:
(i) (A) Pioneer distributes to all holders of shares of Pioneer Common Stock rights or warrants entitling them (for a period expiring within 60 days of the Record Date for such distribution) to subscribe for or purchase shares of Pioneer Common Stock, at a price per share less than the Trading Price of Pioneer Common Stock on the Business Day immediately preceding June 15the announcement of such distribution, 2018 and (iiB) regardless Pioneer distributes to all holders of shares of Pioneer Common Stock, cash or other assets, debt securities or rights or warrants to purchase its securities, where the Fair Market Value (as determined by the Board of Directors of Pioneer) of such distribution per share of Pioneer Common Stock exceeds 10% of the conditions described Trading Price of a share of Pioneer Common Stock on the Business Day immediately preceding the date of declaration of such distribution, or (C) a Change in Section 14.01(bControl of Pioneer occurs, then, in each case, the Security 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), on or within 30 days after June 15the occurrence of the Change in Control, 2018 and prior to in the case of (C), until the earlier of the close of business on the Business Day immediately preceding the Maturity DateEx-Dividend Time or the date Pioneer announces that such distribution will not take place, in each casethe case of (A) or (B), or the earlier of 30 days after the Company's delivery of the Change in Control Repurchase Notice or the date Pioneer announces that the Change in Control will not take place, in the case of (C), or
(ii) Pioneer consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Pioneer Common Stock would be converted into cash, securities or other property as set forth in Section 4.11 hereof, then the Security may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by Pioneer as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. The Conversion Rate, at an initial any time, shall equal (A) $1,000 divided by the Conversion Price at such time, rounded to three decimal places (rounded up if the fourth decimal place thereof is 5 or more and otherwise rounded down).
1. The number of Evergreen Consideration Units issuable upon conversion rate of 19.4354 Class A Shares (a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The Conversion Price is set forth in paragraph 8 of the Securities and is subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount IV. Provisions of Notes (subject to, and in accordance with, the settlement provisions this Indenture that apply to conversion of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior all of a Security also apply to the close conversion of business on the Business Day immediately preceding June 15, 2018, a Holder may surrender all or a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, if other than the Company, of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, if other than the Company, shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureSecurity.
Appears in 1 contract
Sources: First Supplemental Indenture (Pioneer Natural Resources 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June February 15, 2018 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June February 15, 2018 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 63.6333 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June February 15, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i14.01(b)(i), for each Trading Day of the Measurement Period was less than 9898.00% of the product of the Last Reported Sale Price of the Class A Shares 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)(i14.01(b)(i) and the definition of “Trading Price Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of “Trading Price”, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder 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 9898.00% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 9898.00% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)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 third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 9898.00% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98.00% 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).
Appears in 1 contract
Sources: Indenture (Porch 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15September 1, 2018 2027 under the circumstances and during the periods set forth in Section
14.01 (b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15September 1, 2018 2027 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 43.1416 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15September 1, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof.
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 151, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 5.2991 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 151, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Okta, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2029, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15March 1, 2018 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 14.6047 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182029, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, 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, 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 Notes Notes, in each case, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If The Company shall determine the Trading Price condition set forth above has been met on any Trading Day, in accordance with the Company shall so notify in writing bids solicited by the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 obtain such determination bids when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, 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 has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Blackline, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June February 15, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June February 15, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 9.0061 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June February 15, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, 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 instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, Rate and the Company shall so notify in writing instruct the Holders, three independent nationally recognized securities dealers to deliver bids to the Trustee and the Conversion Agent (if other than the Trustee) on such Trading DayBid Solicitation Agent. If, at any time after the Trading Price condition set forth above has been met, The Company shall determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Impinj 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June August 15, 2018 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June August 15, 2018 2028 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 21.8341 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June August 15, 20182028, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Wayfair Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15April 1, 2018 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 June 15April 1, 2018 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 12.7592 shares of Class A Shares C Capital Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15April 1, 20182023, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares C Capital 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder 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 Shares C Capital Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares C Capital Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Shares C Capital 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). 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 C Capital 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).
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June August 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June August 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 7.1355 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June August 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion RateRate and the Company 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 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 make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. 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 these securities dealers to provide bids to the Bid Solicitation Agent. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Dayin 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 Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If (x) Neither the Company is not acting as Bid Solicitation Agent, and Trustee nor the Company does not instruct the Bid Solicitation Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failurecondition has been met.
Appears in 1 contract
Sources: Indenture (Q2 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 a any portion (if the portion to be converted is $US$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, Section in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section Section 14.01(b), on or after June 15, 2018 2026 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 44.8179 ADSs (subject to adjustment as provided in this Article Article 14, the “Conversion Rate”) per $US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $US$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares ADSs on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $US$1,000 principal amount of 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), Price per US$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $US$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 Class A Shares the ADSs on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 $US$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $US$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 Shares ADSs and the Conversion Rate for Rate. At such datetime as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall so promptly notify in writing provide the Holders Bid Solicitation Agent with the names and contact details of the Notesthree independent nationally recognized securities dealers the Company selects, the Trustee and the Conversion Agent (if other than Company will direct those securities dealers to provide bids to the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $US$1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 third immediately preceding sentence, then, in either case, the Trading Price per $US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the ADSs 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. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate for such date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 3.4941 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June February 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June February 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 26.0491 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June February 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent, at which time the Company shall instruct the Bid Solicitation Agent, Agent in writing (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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Lyft, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June May 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June May 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 6.7349 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June May 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Wayfair Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15December 1, 2018 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 June 15December 1, 2018 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 59.8256 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15December 1, 20182023, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested in writing 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), Price per $1,000 principal amount of Notes unless a Holder 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. 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 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 gives such written 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 in effect on each Trading Day of such failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) Neither the Company is not acting as Bid Solicitation Agent, and Trustee nor the Company does not instruct the Bid Solicitation Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failurecondition has been met.
Appears in 1 contract
Sources: Indenture (Vonage 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June February 15, 2018 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 June February 15, 2018 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 160.9658 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June February 15, 20182023, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested in writing 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), Price per $1,000 principal amount of Notes unless a Holder 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not not, when it is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Nii 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 151, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A 84.2105 Ordinary Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 151, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder 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 Class A the Ordinary Shares on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A the Ordinary Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A the Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares 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).
Appears in 1 contract
Sources: Indenture (Arrival)
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June February 15, 2018 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June February 15, 2018 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares [•] shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June February 15, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i14.01(b)(i), for each Trading Day of the Measurement Period was less than 9898.00% of the product of the Last Reported Sale Price of the Class A Shares 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)(i14.01(b)(i) and the definition of “Trading Price Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of “Trading Price”, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder 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 9898.00% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 9898.00% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)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 third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 9898.00% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98.00% 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).
Appears in 1 contract
Sources: Exchange and Subscription Agreement (Porch 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June September 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June September 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A 94.6096 Common Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June September 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Common Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A the Common Shares on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A the Common Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A the Common Shares 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. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Shares 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.
Appears in 1 contract
Sources: Indenture (Invacare 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 15.7597 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Wayfair Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June September 15, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June September 15, 2018 2027 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 16.1809 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June September 15, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined by the Company following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder provides Holders of at least $5,000,000 principal amount of Notes provide the Company with a written request and 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes (in accordance with the procedures described above) beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. 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 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 and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids until a Holder of Notes submits a new request as provided in the first sentence of this subsection (b)(i). The Company may replace the Bid Solicitation Agent with any Person (other than the Company) by 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 (Evergy, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June March 15, 2018 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 June March 15, 2018 2024 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 14.6738 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June March 15, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection Section
14.01 (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 the Trading Price condition set forth above has been met on any Trading Daytrading day, the Company shall will so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one business day of such trading day. 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 in writing to obtain the Trading DayPrice 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 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. 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (MongoDB, 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 a 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, and during the periods set forth in, Section in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15December 1, 2018 2021 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section Section 14.01(b), on or after June 15December 1, 2018 2021 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A 61.6095 Common Shares (subject to adjustment as provided in this Article Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15December 1, 20182021, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Common Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A the Common Shares on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A the Common Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A the Common Shares 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). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Shares 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).
Appears in 1 contract
Sources: Indenture (Invacare 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June December 15, 2018 2031 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June December 15, 2018 2031 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 0.4894 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June December 15, 20182031, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $1,000,000 aggregate principal amount of Notes requests in writing that the Company make such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (MICROSTRATEGY 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15February 1, 2018 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 June 15February 1, 2018 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 24.0460 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15February 1, 20182023, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares 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 and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationdetermination and have provided the Bid Solicitation Agent with the names and contact information of the securities dealers the Company has selected for such purpose, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 trading price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Daytrading day, the Company shall will so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. 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 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 failure. If the Trading DayPrice 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. If, at on any time Trading Day 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 Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (Rapid7, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June February 15, 2018 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June February 15, 2018 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 18.6524 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June February 15, 20182029, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and b)(i)and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 in aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not 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 third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Centerpoint Energy 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June October 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June October 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 38.7665 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June October 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion RateRate and the Company shall instruct the three independent nationally recognized securities dealers to deliver the bids to the Bid Solicitation Agent. The Company will determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If the Trading Price condition set forth above Condition has been met on any Trading Daytrading day, the Company shall will so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one business day of such trading day. 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 in writing to obtain the Trading DayPrice 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 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. 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (Box 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15May 1, 2018 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15May 1, 2018 2028 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 21.4477 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15May 1, 20182028, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and b)(i)and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 in aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not 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 third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Centerpoint Energy 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2031 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15March 1, 2018 2031 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 52.9451 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182031, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $1,000,000 aggregate principal amount of Notes requests in writing that the Company make such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct three nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding June March 15, 2018 2024 under the circumstances and during the periods set forth in Section 13.01(b), and (ii) regardless of the conditions described in Section 14.01(b13.01(b), on or after June March 15, 2018 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 17.5001 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June March 15, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(iSection 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 13.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such 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), Price per $1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Other than as set forth above, none of the Trustee, the Bid Solicitation Agent (unless the Company is acting as such) or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met.
Appears in 1 contract
Sources: Indenture (Twitter, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15March 1, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 3.5396 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $3,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Hubspot 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June November 15, 2018 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June November 15, 2018 2030 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 95.5795 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June November 15, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the three independent nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent, 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 Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 failure. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (TheRealReal, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15November 1, 2018 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 June 15November 1, 2018 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 15.3227 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15November 1, 20182023, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Company using bids obtained by the Bid Solicitation Agent Agent, in each case, pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to obtain bids to allow the Company to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationaction, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $3,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day and such Holder requests that the Company instruct the Bid Solicitation Agent to obtain bids to allow the Company to determine or, at which time if the Company is acting as Bid Solicitation Agent, requests that the Company obtain bids to allow it to determine, the Trading Price per $1,000 principal amount of Notes. At such time, the Company shall instruct the Bid Solicitation Agent, Agent (if other than the Company, ) to obtain bids to allow 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 when required as provided in the preceding sentence, or the Company so instructs the Bid Solicitation Agent to obtain bids but 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 failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failure.
Appears in 1 contract
Sources: Indenture (KAMAN 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 a 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, and during the periods set forth in, in Section 14.01(b13.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2023 under the circumstances and during the periods set forth in Section 13.01(b), and (ii) regardless of the conditions described in Section 14.01(b13.01(b), on or after June 15March 1, 2018 2023 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 14.1040 shares of Class A Shares Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.0213.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182023, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If, on any date (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to solicit bids 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 solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on such date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price condition set forth above Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (Twilio 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June May 15, 2018 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 June May 15, 2018 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 13.6210 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June May 15, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder a 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes obtain bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June December 15, 2018 2025, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June December 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 6.0156 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June December 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, 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, 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 Notes Notes, in each case, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If The Company shall determine the Trading Price condition set forth above has been met on any Trading Day, in accordance with the Company shall so notify in writing bids solicited by the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 obtain such determination bids when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, 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 has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Blackline, Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14X, 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 specified in Section 10.06(f) hereof, to convert the extent applicable, if any of the following conditions is satisfied:
(a) during any calendar quarter (the "Quarter") commencing after September 30, 2003, 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 Quarter preceding the Quarter in which the conversion of such Security occurs is more than 120% of the Conversion Price on such thirtieth Trading Day;
(b) the Security has been called for redemption by the Company pursuant to Section 3.01;
(c) the conversion of such Security would occur during the five Trading Day period immediately following a period of ten consecutive Trading Days in which the Security Trading Price (as determined following a request by a Holder of the Securities in accordance with the procedures set forth below in this Section 10.01) for each Trading Day in such period was less than 95% of the product of the Closing Price per share of Common Stock on such Trading Day multiplied by the number of shares of Common Stock issuable (assuming satisfaction of conditions to conversion) upon conversion of $1,000 in principal amount of the Securities (the condition specified in this clause (c) being the "95% Trading Condition");
(d) during any period that the credit rating assigned to the Securities is lower than B2 by Moody's or lower than B by Standard and Poor's or the Notes are no longer rated by at least one of these rating services or their successors;
(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) occurs where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors of the Company, which determination shall be conclusive evidence of such fair market value) exceeds 5% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the date of declaration of such distribution; or
(f) (x) the Company is party to a consolidation, merger, share exchange, sale of all or a portion substantially all of its assets or other similar transaction 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 (y) the conversion of such Security occurs at any time from and after the date that is 15 days prior to the date of the anticipated effective time of such transaction until and including the date that is 15 days after the actual effective date of such transaction. In connection with the foregoing clause (a), at the end of each Quarter the Conversion Agent shall, on the Company's behalf, determine whether the Securities are convertible in the subsequent Quarter pursuant to such Clause (a), and promptly notify the Holders if the Securities are convertible. In the case of the foregoing clauses (e)(i) and (ii), the Company must notify the Holders at least 20 days prior to 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 close of business on the 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 distribution without conversion. The "Ex-Dividend Date" for any such issuance or distribution means the date immediately prior to the commencement of "ex-dividend" trading for such issuance or distribution on The NASDAQ Stock Market or similar system of automated dissemination of quotations of securities prices on which the Common Stock is then listed or quoted. The number of shares of Common Stock issuable upon conversion of a Security shall be determined by dividing the principal amount of the Security or portion thereof surrendered for conversion by the Conversion Price in effect on the Conversion Date. The initial Conversion Price is set forth in paragraph 8 of the Securities and is subject to be converted is adjustment as provided in this Article X. A Holder may convert the principal amount of a Security equal to $1,000 or any integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of $1,000 principal amount or an integral multiple thereof) multiples thereof of less than all of a Security. If a Security is called for redemption pursuant to Article III, the right to convert such Security shall terminate at the close of business on the second Business Day before the Redemption Date for such Security (unless the Company shall default in making the redemption payment then due, in which case the conversion right shall terminate on the date such Default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.08 or a Change in Control Purchase Notice pursuant to Section 3.09 exercising the option of such Note (i) subject Holder to satisfaction require the Company to repurchase such Security may be converted only if such Purchase Notice or Change in Control Purchase Notice, as the case may be, is withdrawn by a written notice of withdrawal delivered to the conditions described in, and during the periods set forth in, Section 14.01(b), at any time Paying Agent prior to the close of business on the Business Day immediately preceding June 15, 2018 and (ii) regardless of prior to the conditions described in Section 14.01(b), on Purchase Date or after June 15, 2018 and prior to the close of business on the Business Day immediately preceding the Maturity Change in Control Purchase Date, as the case may be, in each caseaccordance with Section 3.10. A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock and, at an initial conversion rate of 19.4354 Class A Shares (subject upon such conversion, only to adjustment as provided in the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 14, the “Conversion Rate”) X. The "Security Trading Price" per $1,000 in principal amount of Notes (subject to, and in accordance with, Securities on any date of determination means the settlement provisions average of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 2018, a Holder may surrender all or a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price secondary market bid quotations per $1,000 in principal amount of Notes, as determined following a request Securities obtained by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate Agent for $5,000,000 in principal amount of Securities at approximately 3:30 p.m., New York City time, 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. The Company shall provide written notice to the Bid Solicitation Agent, if other than the Company, of the determination date from three independent nationally recognized securities dealers selected by the Company pursuant to Company; provided that if at least three such bids cannot reasonably be obtained by the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Conversion Agent, but two such bids are obtained, then the average of the two bids shall be used, and if other than only one such bid can reasonably be obtained by the Conversion Agent, such one bid shall be used. If the Conversion Agent cannot reasonably obtain at least one bid for $5,000,000 in principal amount of Securities from a nationally recognized securities dealer or, in the reasonable judgment of the Company, the bid quotations are not indicative of the secondary market value of the Securities, then the Security Trading Price will be determined in good faith by the calculation agent (which shall initially be the Trustee unless the Trustee shall have appointed a calculation agent, which may be any investment bank with a national or international reputation with experience in such matters, including an Initial Purchaser or its successors) taking into account in such determination such factors as it, in its sole discretion after consultation with the Company, deems appropriate. Other than in connection with a determination of whether contingent interest shall be payable, the Conversion Agent shall have no obligation to determine the Security Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, ; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), unless a Holder of the Securities provides the Company with reasonable evidence that the Security Trading Price per $1,000 principal amount of Notes would be less than 9895% of the product of the Last Reported Sale Closing Price per share of Class A Shares the Common Stock and the Conversion Rate, number of shares of Common Stock issuable upon conversion of $1,000 in principal amount of Securities (assuming satisfaction of conditions to such conversion); at which time the Company shall instruct the Bid Solicitation Agent, if other than the Company, Conversion Agent to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine the Security Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Security Trading Price per $1,000 principal amount of Notes is greater than or equal to 9895% of the product of the Last Reported Sale Closing Price per share of Class A Shares Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per number of shares of Common Stock issuable upon conversion of $1,000 in principal amount of Notes is greater than or equal Securities (assuming satisfaction of conditions to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trusteeconversion). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failure.
Appears in 1 contract
Sources: Indenture (Yellow 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15September 1, 2018 2019 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15September 1, 2018 2019 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 62.7746 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15September 1, 20182019, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Company using bids solicited by the Bid Solicitation Agent Agent, all pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit bids pursuant to this subsection (b)(i) and the definition of Trading Price per $1,000 principal amount of Notes set forth in this Indenture 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 bids) or to determine the Trading Price), Price per $1,000 principal amount of Notes unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. The Company shall determine the Trading Price based on the bids it receives from the Bid Solicitation Agent pursuant to this clause (b)(i) and the definition of Trading Price set forth in this Indenture. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent, in writing, to solicit bids when obligated as provided in the second immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent, in writing, to solicit bids and the Bid Solicitation Agent fails to make such solicitation, (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the second immediately preceding sentence or (z) the Company does not determine the Trading Price per $1,000 principal amount of Notes as required pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture, 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 failure. If the Trading Price condition set forth above has been met on any Trading Dayand the Notes are convertible pursuant to this Section 14.01(b)(i), the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Dayin 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 Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the The Bid Solicitation Agent (if other than the Company) shall have no responsibility to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of Notes or whether the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureNotes are convertible 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June December 15, 2018 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June December 15, 2018 2022 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 15.8554 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June December 15, 20182022, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Zendesk, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June March 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June March 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 9.1944 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i1(i) Prior to the close of business on the Business Day immediately preceding June March 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct those security dealers to provide bids to the Bid Solicitation Agent. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, and the Company shall have no obligation to make 1 NTD: Deleted comment duplicative of existing language. such request (or, if the Company is acting as 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 $3,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct instruct, in writing, the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Zendesk, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15February 1, 2018 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15February 1, 2018 2022 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 10.5519 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15February 1, 20182022, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Hubspot 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15August 1, 2018 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 June 15August 1, 2018 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 8.5910 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15August 1, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Wayfair Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 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 June 15March 1, 2018 2021 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 31,1813 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182021, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The If the Company is not acting as the Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent, if other than the Company, 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 not the Company, shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if 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 $500,000 aggregate principal amount of Notes 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 Class A Shares the Common Stock and the Conversion Rate, at which time time, if the Company is not the Bid Solicitation Agent, the Company shall instruct the Bid Solicitation Agent, if other than the Company, Agent to determine, or or, if the Company is acting as the Bid Solicitation AgentSolicitation, the Company shall determine determine, the Trading Price per $1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 failure. If the Trading Price condition set forth above has been met on any Trading Dayday, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) 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 instruct nor the Bid Solicitation Agent shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit further bids until a new Holder request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June March 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June March 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 4.1912 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June March 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Okta, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June May 15, 2018 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June May 15, 2018 2028 and prior to the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 7.4690 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June May 15, 20182028, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five consecutive Business Day period immediately after following any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder or Holders of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, determination in writing (and provided the Bid Solicitation Agent the names and contact information for such dealers) 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), Price per $1,000 principal amount of Notes) unless a Holder or Holders of Notes having an aggregate principal amount of more than $3,000,000 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 gives such written 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 failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify the Holders in writing the Holderswriting, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the NotesNotes in writing, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failure.
Appears in 1 contract
Sources: Indenture (Workiva 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June November 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June November 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 17.3063 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June November 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion RateRate and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. At such time, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 failure. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall will so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (fuboTV Inc. /FL)
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June August 15, 2018 2031, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June August 15, 2018 and prior to 2031 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 56.2635 Class A Ordinary Shares (subject to adjustment as provided in this Article Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June August 15, 20182031, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the securities dealers to deliver bids and the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Ordinary 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 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 on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Dayin 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 Ordinary Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding August 15, 2031, the Company elects to:
(A) distribute to all or substantially all holders of the Class A Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares) entitling them, for a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least forty-eight (48) Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). If ; provided, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (x1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place , the Company is may provide not acting as Bid Solicitation Agentless than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company does provides such notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not instruct take place, even if the Bid Solicitation Agent Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to determine this subsection (b)(ii) if they participate, at the Trading Price per $1,000 same time and upon the same terms as holders of the Class A Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Class A Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes when obligated as provided in held by such Holder.
(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the third close of business on the Business Day immediately preceding sentenceAugust 15, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company instructs is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the Bid Solicitation Agent purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to obtain bids the close of business on the Business Day immediately preceding August 15, 2031, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date of such transaction or event until the earlier of (x) 35 Business Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and the Bid Solicitation Agent fails to make such determination, or (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company is acting as Bid Solicitation Agent shall notify Holders, the Trustee and the Company fails Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such transaction or event, but in no event later than the effective date of such transaction or event.
(iv) Prior to make such determination when obligated as provided in the third close of business on the Business Day immediately preceding sentenceAugust 15, then2031, in either casea 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, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Note for Redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding August 15, 2031, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the related Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert shall expire under this clause (v), unless the Company defaults in the payment of the Redemption Price, in which case the Holder of the Called Notes may convert such Note until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth Business Day immediately preceding the relevant Optional Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on each Trading Day account of the Optional Redemption Notice 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).
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June December 15, 2018 2025, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June December 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 14.6800 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June December 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder or Holders in the aggregate of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, 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, 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 Notes Notes, in each case, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If The Company shall determine the Trading Price condition set forth above has been met on any Trading Day, in accordance with the Company shall so notify in writing bids solicited by the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 obtain such determination bids when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition 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 has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Groupon, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June February 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June February 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 26.7187 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June February 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Cloudflare, 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 a any portion (if the portion to be converted is $US$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 2.0964 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $US$1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares ADSs on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $US$1,000 principal amount of 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), Price per US$1,000 principal amount of Notes) unless a Holder of at least US$2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $US$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 Class A Shares the ADSs on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 $US$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $US$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 Shares ADSs and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $US$1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 third immediately preceding sentence, then, in either case, the Trading Price per $US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the ADSs 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. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate for such date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01.
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June August 15, 2018 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 June August 15, 2018 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 5.3514 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June August 15, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Microchip Technology Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15July 1, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15July 1, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 2.3972 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15July 1, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Wayfair Inc.)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a any portion (if the portion to be converted is $US$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, 2018 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 June 151, 2018 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 19.9475 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 151, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $US$1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares ADSs 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $US$1,000 principal amount of 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), Price per US$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per $US$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 Class A Shares the ADSs on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 $US$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $US$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 Shares ADSs and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Rate. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per $US$1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 third immediately preceding sentence, then, in either case, the Trading Price per $US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the ADSs 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. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate for such date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Sea 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June September 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June September 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 28.9415 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June September 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, 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 instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, Rate and the Company shall so notify in writing instruct the Holders, three independent nationally recognized securities dealers to deliver bids to the Trustee and the Conversion Agent (if other than the Trustee) on such Trading DayBid Solicitation Agent. If, at any time after the Trading Price condition set forth above has been met, The Company shall determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Impinj 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June March 15, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June March 15, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 7.0439 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June March 15, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder a 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes obtain bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15December 1, 2018 2031, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15December 1, 2018 and prior to 2031 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 100.7557 Class A Ordinary Shares (subject to adjustment as provided in this Article Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15December 1, 20182031, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000 principal amount of Notes in the aggregate 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 Ordinary Shares on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the securities dealers to deliver bids and the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Ordinary 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 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 on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Dayin 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 Ordinary Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2031, the Company elects to:
(A) distribute to all or substantially all holders of the Class A Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares) entitling them, for a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least forty-eight (48) Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). If ; provided, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (x1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place , the Company is may provide not acting as Bid Solicitation Agentless than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company does provides such notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not instruct take place, even if the Bid Solicitation Agent Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to determine this subsection (b)(ii) if they participate, at the Trading Price per $1,000 same time and upon the same terms as holders of the Class A Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Class A Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes when obligated as provided in held by such Holder.
(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the third close of business on the Business Day immediately preceding sentenceDecember 1, 2031, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.01, or if the Company instructs is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the Bid Solicitation Agent purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to obtain bids the close of business on the Business Day immediately preceding December 1, 2031, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date of such transaction or event until the earlier of (x) 35 Business Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and the Bid Solicitation Agent fails to make such determination, or (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company is acting as Bid Solicitation Agent shall notify Holders, the Trustee and the Company fails Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such transaction or event, but in no event later than the effective date of such transaction or event.
(iv) Prior to make such determination when obligated as provided in the third close of business on the Business Day immediately preceding sentenceDecember 1, then2031, in either casea 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, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of 2026 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Note for Redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding December 1, 2031, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the related Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert shall expire under this clause (v), unless the Company defaults in the payment of the Redemption Price, in which case the Holder of the Called Notes may convert such Note until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth Business Day immediately preceding the relevant Optional Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on each Trading Day account of the Optional Redemption Notice 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).
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June May 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June May 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 27.1278 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June May 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and b)(i)and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Centerpoint Energy 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2030 under the circumstances and during the periods set forth in Section 14.01(b) and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15March 1, 2018 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 8.2076 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent, at which time the Company shall instruct the Bid Solicitation Agent, Agent in writing (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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Microchip Technology Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15September 1, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15September 1, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 6.2159 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15September 1, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Bill.com 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15January 1, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15January 1, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 2.4108 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15January 1, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Bill.com 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June October 15, 2018 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June October 15, 2018 2022 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 20.6795 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June October 15, 20182022, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Okta, 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 a any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June September 15, 2018 2031 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless irrespective of the conditions described in Section 14.01(b), (x) during the period from, and including, September 15, 2014 to the close of business on the Business Day immediately preceding December 20, 2014 and (y) on or after June September 15, 2018 and prior to 2031 until the close of business on the Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 60.8365 shares of Common Stock (subject to adjustment as adjusted as provided in this Article 14Section 14.04 as of any date, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, to the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June September 15, 20182031, a Holder the Notes may surrender all or a portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes surrendered for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, if other than the Company, 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, Agent shall have no obligation to determine the Trading Price per $1,000 principal amount of 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 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 Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, if other than the Company, Agent 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 beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes Note is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the applicable Conversion Rate for such dateRate, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failurewriting.
Appears in 1 contract
Sources: Indenture (Conceptus 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 a any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple in excess thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 25.4113 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Company in accordance with the bids solicited by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading PricePrice to solicit bids, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, determination in writing and has provided the Bid Solicitation Agent with the names and contact information of the independent nationally recognized securities dealers as set forth in the immediately preceding sentence; 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. At such time, at which time the Company shall (i) instruct three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (ii) instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 make such determination when obligated as provided in the preceding sentence then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. Any such determination shall be conclusive absent manifest error. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in writing 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until a new Holder request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failurethis Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Medallia, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15November 1, 2018 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15November 1, 2018 2022 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 9.0244 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15November 1, 20182022, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. The Company shall determine the Trading Price per $1,000 amount of Notes in accordance with the bids solicited by the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to obtain bids 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 solicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such solicitation when obligated as provided in the preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above Condition has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. Any such determination will be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (New Relic, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15September 1, 2018 2029, under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15September 1, 2018 and prior to 2029 until the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 62.7126 Class A Ordinary Shares (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b)
(i) Prior to the close of business on the Business Day immediately preceding June 15September 1, 20182029, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the securities dealers to deliver bids and the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Ordinary 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 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 on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Ordinary Shares and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Dayin 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 Ordinary Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee), and thereafter neither the Company nor the Bid Solicitation Agent (of other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i).
(ii) If, prior to the close of business on the Business Day immediately preceding September 1, 2029, the Company elects to:
(A) distribute to all or substantially all holders of the Class A Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares) entitling them, for a period of not more than forty-five (45) calendar days after the announcement date of such distribution, to subscribe for or purchase Class A Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Class A Ordinary Shares for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or
(B) distribute to all or substantially all holders of Class A Ordinary Shares, the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a shareholder rights plan prior to separation of such rights from the Class A Ordinary Shares), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Class A Ordinary Shares on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least forty-eight (48) Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a shareholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). If ; provided, that if the Company elects Physical Settlement for conversions that occur at any time from, and including, the date of notice until the earlier of (x1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not take place (the “Distribution Conversion Period”), the Company is may provide not acting as Bid Solicitation Agentless than ten (10) Business Days’ nor more than thirty (30) Business Days’ notice before such Ex-Dividend Date. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for conversion at any time from, and including, the date the Company does provides such notice until the earlier of (1) the close of business on the second Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such issuance or distribution will not instruct take place, even if the Bid Solicitation Agent Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to determine this subsection (b)(ii) if they participate, at the Trading Price per $1,000 same time and upon the same terms as holders of the Class A Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of Class A Ordinary Shares equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes when obligated as provided in held by such Holder.
(iii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the third close of business on the Business Day immediately preceding sentenceSeptember 1, 2029, 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 instructs is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the Bid Solicitation Agent purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of the surviving entity and such shares become Reference Property for the Notes) that occurs prior to obtain bids the close of business on the Business Day immediately preceding September 1, 2029, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the actual effective date of such transaction or event until the earlier of (x) 35 Business Days after the actual effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and the Bid Solicitation Agent fails to make such determination, or (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company is acting as Bid Solicitation Agent shall notify Holders, the Trustee and the Company fails Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such transaction or event, but in no event later than the effective date of such transaction or event.
(iv) Prior to make such determination when obligated as provided in the third close of business on the Business Day immediately preceding sentenceSeptember 1, then2029, in either casea 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, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Class A Ordinary Shares for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day.
(v) If the Company calls any Note for Redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding September 1, 2029, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the related Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert shall expire under this clause (v), unless the Company defaults in the payment of the Redemption Price, in which case the Holder of the Called Notes may convert such Note until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or, if the Company elects Physical Settlement for conversions that occur during the related Redemption Period, on the fourth Business Day immediately preceding the relevant Optional Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on each Trading Day account of the Optional Redemption Notice 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).
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 3.7398 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182029, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, 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 instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, Rate and the Company shall so notify in writing instruct the Holders, three independent nationally recognized securities dealers to deliver bids to the Trustee and the Conversion Agent (if other than the Trustee) on such Trading DayBid Solicitation Agent. If, at any time after the Trading Price condition set forth above has been met, The Company shall determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Impinj 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June January 15, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June January 15, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 11.0776 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June January 15, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five consecutive Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and b)(i)and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $1,000,000 principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Ormat 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June August 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June August 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 27.8364 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June August 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder one or more Holders of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met. The Company will initially act as the Bid Solicitation Agent.
Appears in 1 contract
Sources: Indenture (3d Systems 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2028 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 1.4923 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182028, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15December 1, 2018 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15December 1, 2018 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 38.5902 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15December 1, 20182029, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $1,000,000 aggregate principal amount of Notes requests in writing that the Company make such a determination and provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct three nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (MARA 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15January 1, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15January 1, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 10.6920 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15January 1, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes on such date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such 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 so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall 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 again unless a new request from a Holder is made as provided 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15May 1, 2018 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 June 15May 1, 2018 2024 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 13.6244 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15May 1, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, 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, 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 Notes Notes, in each case, beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If The Company shall determine the Trading Price condition set forth above has been met on any Trading Day, in accordance with the Company shall so notify in writing bids solicited by the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent 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 obtain such determination bids when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, 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 has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
Appears in 1 contract
Sources: Indenture (Blackline, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2027 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 3.5396 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182027, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. 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 solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above.
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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June November 15, 2018 2029 under the circumstances and during the periods set forth in Section 14.01(b) and (ii) regardless of the conditions described in Section 14.01(b), on or after June November 15, 2018 2029 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 9.5993 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June November 15, 20182029, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, and the Company shall instruct the three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent, at which time the Company shall instruct the Bid Solicitation Agent, Agent in writing (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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Microchip Technology Inc)
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15March 1, 2018 2030 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15March 1, 2018 2030 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 16.6667 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15March 1, 20182030, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder a 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes obtain bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 50.7743 shares of Class A Shares Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The each and shall direct those securities dealers to provide bids to the Bid Solicitation Agent, Agent (if other than the Company, ). The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes) unless a Holder or Holders of at least $5,000,000 principal amount of Notes in aggregate 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 Shares Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, so long as reasonable evidence has been provided in accordance with this Section 14.01(b)(i), the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A 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) and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again unless a new request from Holder(s) is made as provided in this Section 14.01(b)(i).
Appears in 1 contract
Sources: Indenture (Fisker 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June May 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June May 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 5.2263 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June May 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Cloudflare, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June October 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June October 15, 2018 2025 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 4.7349 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June October 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the 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 failure. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall will so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (MongoDB, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June May 15, 2018 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June May 15, 2018 2026 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 26.7187 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June May 15, 20182026, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day, at which time and 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, Agent (if other than the Company, ) in writing 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the The Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, determine the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of in accordance with the product of bids solicited by the Last Reported Sale Price of the Class A Shares and the Conversion Rate for Bid Solicitation Agent. Any such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately 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 determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until another qualifying request is made as provided above. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition has been met.
Appears in 1 contract
Sources: Indenture (Cloudflare, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June December 15, 2018 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June December 15, 2018 2025 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 30.1427 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June December 15, 20182025, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined solicited by the Bid Solicitation Agent and determined by the Company pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of 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 Price), Price per $1,000 principal amount of Notes) unless a Holder of at least $3,000,000 aggregate principal amount of Notes 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 Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes solicit, such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion RateRate and the Company shall instruct the three independent nationally recognized securities dealers to deliver the bids to the Bid Solicitation Agent. The Company will determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If the Trading Price condition set forth above Condition has been met on any Trading Daytrading day, the Company shall will so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one business day of such trading day. 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 in writing to obtain the Trading DayPrice 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 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. 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 Shares Common Stock and the Conversion Rate for such dateTrading Day, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) in 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 instruct nor the Bid Solicitation Agent (if other than the Company) shall be required to determine the Trading Price per $1,000 principal amount of Notes when obligated solicit bids again until another qualifying request is made as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failureabove.
Appears in 1 contract
Sources: Indenture (Cutera 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 a any portion (if the portion to be converted is $1,000 principal amount or an integral a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 15December 1, 2018 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 June 15December 1, 2018 2024 and prior to the close of business on the Business Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 2.7745 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 15December 1, 20182024, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of 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), Price per $1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion RateRate and the Company 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 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 make such determination when obligated as provided in the preceding sentence then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met on any Trading Daymet, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on in writing. Any such Trading Daydetermination 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 Shares Common Stock and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares and the Conversion Rate on each Trading Day of such failurewriting.
Appears in 1 contract
Sources: Indenture (RingCentral, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June April 15, 2018 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June April 15, 2018 2028 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 2.2752 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June April 15, 20182028, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(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 Shares Common Stock on each such Trading Day and the Conversion Rate on each such Trading DayDay (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(iSection 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, Agent (if other than the Company, ) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine solicit the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determinationsolicitation, 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), Price per $1,000 principal amount of Notes) unless a Holder provides or Holders of at least $2,000,000 aggregate principal amount of Notes 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 Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day. At such time, at which time the Company shall (i) instruct three independent nationally recognized securities dealers to deliver bids to the Bid Solicitation Agent and (ii) instruct the Bid Solicitation Agent, 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 Notes solicit such bids beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent in writing to determine the Trading Price per $1,000 principal amount of Notes solicit bids when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain solicit bids and the Bid Solicitation Agent fails to make such determinationsolicitation, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination solicitation when obligated as provided in the third immediately preceding sentence, sentence then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. The Company shall determine the Trading Price in accordance with the bids solicited by the Bid Solicitation Agent. If the Trading Price Condition has been met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing on or within one Business Day of such Trading Day. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such Trading Day, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Trading Price Condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until a new Holder request is made as provided in this Section 14.01(b)(i). 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 (Zscaler, 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 a 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, and during the periods set forth in, in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding June 151, 2018 2022 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 151, 2018 2022 and prior to the close of business on the Business second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 19.4354 Class A Shares 9.6100 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per $1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”).
(b) (i) Prior to the close of business on the Business Day immediately preceding June 151, 20182022, a Holder may surrender all or a any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Class A Shares 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. The Company shall provide written notice to the Bid Solicitation Agent, Agent (if other than the Company, Company or an Affiliate thereof) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent, Agent (if other than the Company, ) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Company has requested such determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price), Price per $1,000 principal amount of Notes unless (1) a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock on such Trading Day and the Conversion RateRate on such Trading Day and (2) such Holder requests that the Company requests that the Bid Solicitation Agent determine, or, if the Company is acting as Bid Solicitation Agent, requests that the Company determine, the Trading Price per $1,000 principal amount of Notes, at which time the Company shall instruct the Bid Solicitation Agent, 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 Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate. If the Trading Price condition set forth above has been met on any Trading Day, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee) on such Trading Day. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Class A Shares and the Conversion Rate for such date, the Company shall so promptly notify in writing the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not instruct the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the third immediately preceding sentence, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the third immediately preceding sentence, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of Class A Shares the Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company shall so notify the Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).
Appears in 1 contract
Sources: Indenture (Wayfair Inc.)