Conversion Procedure; Conversion Rate; Fractional Shares Sample Clauses

Conversion Procedure; Conversion Rate; Fractional Shares. (a) Subject to Section 1701 and the Company’s rights under Section 1703, each Note shall be convertible at the office of the Conversion Agent into a combination of cash and fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Class A Common Stock, if any, at a rate (the “Conversion Rate”) equal to, initially, 41.4185 shares of Class A Common Stock for each $1,000 principal amount of Notes. The Conversion Rate shall be adjusted in certain instances as provided in Section 1704 hereof, but shall not be adjusted for any accrued and unpaid Interest, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest, if any; provided that if a Conversion Date with respect to any Note occurs between an Interest Record Date for the payment of Interest, but prior to the corresponding Interest Payment Date, Interest will be paid to the Holder of record of such Note on such Interest Record Date. Instead, unless otherwise specified in the proviso to the prior sentence, such amount shall be deemed paid by the applicable Conversion Settlement Distribution delivered upon conversion of any Note. In addition, no payment or adjustment shall be made in respect of dividends on the Class A Common Stock with a record date prior to the Conversion Date. The Company shall not issue any fraction of a share of Class A Common Stock in connection with any conversion of Notes, but instead shall, subject to Section 1703 hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Last Reported Sale Price of the Class A Common Stock on the Trading Day prior to the Conversion Date.
Sample 1
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Conversion Procedure; Conversion Rate; Fractional Shares. (a) Subject to Section 10.01 and the Company's rights under Section 10.03, each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially 82.1693 shares of Common Stock for each $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.04 hereof, but shall not be adjusted for any accrued and unpaid Interest or Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid Interest, if any. Instead, such amount shall be deemed paid by the applicable Conversion Settlement Distribution delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of dividends on the Common Stock with a record date prior to the Conversion Date. Notwithstanding the foregoing, upon conversion a Holder shall receive any accrued and unpaid Liquidated Damages to the Conversion Date. The Company shall not issue any fraction of a share of Common Stock in connection with any conversion of Securities, but instead shall, subject to Section 10.04 hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Conversion Settlement Date.
Sample 1
Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Security to which this Article is applicable shall be convertible at the office of the Conversion Agent, and at such other place or places, if any, specified in a Board Resolution or supplemental indenture with respect to the Securities of such series, into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially the rate therefor specified in a Board Resolution or supplemental indenture with respect to the Securities of such series. No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted Security, except as described in Section 14.09. The Company may, but shall not be required to, in connection with any conversion of Securities, issue a fraction of a share of Common Stock and, if the Company shall determine not to issue any such fraction, the Company shall make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Closing Price of the Common Stock on the last Trading Day prior to the date of conversion.
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Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Note shall be convertible at the office of the Conversion Agent into fully paid and non-assessable Limited Voting Shares (calculated to the nearest 1/100th of a share). The Company may, at its option, satisfy its obligation to issue Limited Voting Shares on conversion of a Note (including Additional Shares to be delivered pursuant to Article Three) by delivering cash or Limited Voting Shares or a combination of cash and Limited Voting Shares. Subject to Section 4.02(e), the Note will be converted into Limited Voting Shares or, at the option of the Company, cash or a combination of cash and Limited Voting Shares at the Conversion Rate. The Company will give notice of its election to deliver cash in lieu of part or all of the Conversion Amount to the Holder converting Notes within two Business Days of its receipt of the Holder's Conversion Notice, unless the Company has already informed Holders of its election in connection with a redemption of Notes pursuant to Article Five. If the Company elects to exercise its option to deliver cash in lieu of part or all of the Conversion Amount, the amount of cash to be delivered on conversion by a Holder in lieu of each Limited Voting Share will be equal to the average of the Closing Sale Prices of the Limited Voting Shares for the 10 Trading Days commencing (i) one day after the date of the Company's notice of election to deliver part or all of the Conversion Amount in cash if the Company has not given a notice of redemption pursuant to Article Five, or (ii) on the Conversion Date in the case of a conversion following notice of redemption specifying the Company's intention to deliver cash upon conversion . If the Company elects to pay all or a portion of the Conversion Amount in cash, the payment, including the delivery of any Limited Voting Shares, will be made no later than the tenth Business Day following the Conversion Date (except in the case of Additional Shares, which will be delivered on the Calculation Date). If the Company does not so elect, the Limited Voting Shares, together with any cash payment for fractional shares (except in the case of Additional Shares, which will be delivered on the Calculation Date), will be delivered no later than the fifth Business Day following the Conversion Date.
Sample 1
Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The number of shares of Common Stock which shall be delivered upon conversion of each $1.00 in principal amount of Notes shall be equal to (a) 270,275,706 shares of Common Stock, divided by (b) the aggregate principal amount of such Notes (including Additional Notes) plus all accrued and unpaid interest thereon.
Sample 1
Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Note shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock. The rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Rate") shall be initially 20.1846 shares of Common Stock for each $1,000 principal amount of 56 62 Notes. The Conversion Rate shall be adjusted in certain instances as provided in this Article 12. No payment or adjustment shall be made in respect of dividends on the Common Stock or accrued interest on a converted Note, except as described in Section 12.09.
Sample 1
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Conversion Procedure; Conversion Rate; Fractional Shares. (a) Each Security shall be convertible at the office of the Conversion Agent into fully paid and nonassessable Shares (calculated to the nearest 1/10,000th of a Share). The rate at which Shares shall be delivered upon conversion (the "CONVERSION RATE") shall be initially 4.7057 Shares for each $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in Section 10.3 hereof, but shall not be adjusted for any accrued and unpaid interest, or additional interest, if any. Upon conversion, no payment shall be made by the Company with respect to any accrued and unpaid interest or additional interest, if any. Instead, such amount shall be deemed paid by the Shares delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of dividends on the Shares on a converted Security. The Company shall not issue any fraction of Share in connection with any conversion of Securities, but instead shall, subject to Section 10.3(h) hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Sale Price of the Shares on the last Trading Day prior to the date of conversion. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice may be converted only if such notice of exercise is withdrawn in accordance with the Section 3.12 hereof.
Sample 1
Conversion Procedure; Conversion Rate; Fractional Shares. Settlement in Cash in Lieu of Common Stock. (a) Before any Holder of a Security shall be entitled to convert the same into the consideration described in Section 4.02(b), such Holder shall, in the case of Global Securities, comply with the procedures of the Depositary in effect at that time, and in the case of Certificated Securities, surrender such Securities, duly endorsed to the Company or in blank, at the office of the Conversion Agent, and shall give written notice to the Company at said office or place in the form of the Conversion Notice attached to the Security (the “Conversion Notice”) that such Holder elects to convert the same and shall state in writing therein the Accreted Principal Amount of Security to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for Common Stock, if any, to be issued. Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest on the Securities, as provided in Section 4.09, and all taxes or duties, if any, as provided in Section 4.08. A Security shall be deemed to have been converted immediately before the close of business on the date on which all of the foregoing requirements have been satisfied (such date, the “Conversion Date”), and, except as set forth in Section 4.02(c), all rights of the Holder of such Security shall terminate, other than the right to receive the consideration deliverable upon conversion of such Security as provided herein.
Sample 1

Related to Conversion Procedure; Conversion Rate; Fractional Shares

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, 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.

  • Conversion Privilege and Conversion Price Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

  • No Adjustment of Conversion Price No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to paragraph 4(d)(v)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided:

  • Adjustments to Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Conversion Price The conversion price in effect on any Conversion Date shall be equal to $0.03, subject to adjustment herein (the “Conversion Price”).

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