Conversion Procedure and Payment Clause Samples
The Conversion Procedure and Payment clause outlines the process by which a convertible instrument, such as a note or preferred stock, is converted into another form of equity, typically common shares. It details the steps required for conversion, including any necessary notices, the calculation of the number of shares to be issued, and the timing and method of payment or settlement. This clause ensures that both parties understand the mechanics and financial implications of the conversion, thereby providing clarity and reducing the risk of disputes during the conversion event.
Conversion Procedure and Payment. Upon Conversion 72 Section 11.03. Cash in Lieu of Fractional Shares 74 Section 11.04. Taxes on Conversion 74 Section 11.05. Company to Reserve, Provide and List Common Stock 74 Section 11.06. Adjustment of Conversion Rate 75 Section 11.07. No Adjustment 76 Section 11.08. Adjustments for Tax Purposes 76 Section 11.09. Notice of Adjustment 76 Section 11.10. Notice of Certain Transactions 76 Section 11.11. Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion Privilege 76 Section 11.12. Notice to Holders 78 Section 11.13. Trustee’s Disclaimer 78 Section 12.01. Fifth Supplemental Indenture Controls 79 Section 12.02. No Personal Liability of Directors, Officers, Employees and Stockholders 79 Section 12.03. Governing Law; Waiver of Jury Trial; Submission to Jurisdiction 79 Section 12.04. Force Majeure. 80 Section 12.05. No Adverse Interpretation of Other Agreements 80 Section 12.06. Table of Contents and Headings. 80 Section 12.07. Counterparts 80 Section 12.08. Set-Off of Withholding Taxes. 81 Section 12.09. The Trustee. 81 EXHIBIT A Form of Note A - 1 EXHIBIT B Form of Supplemental Indenture B - 1 EXHIBIT C OID Legend C – 1 EXHIBIT D Common Stock Restricted Legend D - 1 This Fifth Supplemental Indenture, dated as of July 1, 2016 (this “Fifth Supplemental Indenture”), supplements and amends the Senior Indenture, dated as of March 23, 2016 (the “Original Indenture”), among ▇▇▇▇▇▇▇ Petroleum Corporation, a Delaware corporation (the “Company”), the Guarantors listed on the signature page hereof and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
Conversion Procedure and Payment. Upon Conversion 67 Section 11.03. Cash in Lieu of Fractional Shares 69 Section 11.04. Taxes on Conversion 69 Section 11.05. Company to Reserve, Provide and List Common Stock 69 Section 11.06. Adjustment of Conversion Rate 70 Section 11.07. No Adjustment 71 Section 11.08. Adjustments for Tax Purposes 71 Section 11.09. Notice of Adjustment 71 Section 11.10. Notice of Certain Transactions 71 Section 11.11. Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion Privilege 71 Section 11.12. Notice to Holders 73 Section 11.13. Trustee’s Disclaimer 73