Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent. (ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event. (iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares. (iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder: (a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company; (b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and (c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion. (v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company). (vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares. (viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors. (ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 4 contracts
Sources: Share Transfer and Exchange Agreement (IBEX Holdings LTD), Share Transfer and Exchange Agreement (IBEX Holdings LTD), Share Transfer and Exchange Agreement (IBEX Holdings LTD)
Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(iia) Each Convertible Preference Share Security shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;Conversion Agent.
(b) In order to exercise the conversion right with respect to any interest in Global Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay any transfer taxes if required pursuant to Section 6.09. In order to exercise the conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall:
(i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the conversion notice;
(ii) deliver the Conversion Notice, which is irrevocable, and the Security to a Conversion Agent;
(iii) if required, furnish appropriate endorsements and transfer documents; and
(iv) if required, pay any transfer taxes, duties or similar taxes payable by such Holder. The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.”
(c) As soon as practicable, but in any event (i) in the case of a voluntary conversion by a Holder, within three Business Days of the relevant Conversion Date and (ii) in the case of a Mandatory Conversion at the Company’s election pursuant to Section 6.10, on the Mandatory Conversion Date specified in the Company Conversion Notice, the Company shall issue and shall deliver to the Holder at the office of the Conversion Agent, a certificate or certificates representing for the number of full shares of Common Shares Stock issuable by reason in respect of such conversion in such name or names and such accordance with the provisions of this Article 6. In case any Securities of a denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares greater than $1,000 shall be made without charge to the holders of such Convertible Preference Shares surrendered for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharepartial conversion, the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such actions Holder, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as are necessary to any Securities (or portion thereof) converted in order a voluntary conversion by a Holder immediately prior to ensure the Close of Business on the date on which the requirements set forth above in Section 6.02(b) have been satisfied as to such Securities (or portion thereof), or immediately prior to the Close of Business on the Mandatory Conversion Date for conversions pursuant to Section 6.10; provided, however, that the person in whose name any certificate or certificates for shares of Common Shares resulting from Stock shall be issuable upon such conversion shall be duly and validly issueddeemed to have become as of the relevant Conversion Date or the Mandatory Conversion Date, fully paidas the case may be, and free and clear the Holder of record of the shares of Common Stock represented thereby; provided further, that in case of any such surrender on any date when the share transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become the record Holder thereof for all taxespurposes on the next day on which such share transfer books are open, liens, charges and encumbrances except those created by but such conversion shall be at the holder thereofConversion Rate in effect on the date upon which such Securities shall be surrendered.
(vid) The Company shall not close its books against Upon the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares an interest in any manner that interferes with Global Securities, the timely conversion of Convertible Preference SharesTrustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the principal amount represented thereby. The Company shall assist and cooperate with notify the Trustee in writing of any holder conversions of Convertible Preference Shares required to make Securities effected through any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by Conversion Agent other than the Company)Trustee.
(viie) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of Each share certificate representing shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so Stock issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares the Securities that are Restricted Securities shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined bear appropriate legends regarding restrictions on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu transfer of such fractional share, pay the holder thereof an amount Common Stock comparable to those set forth in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSection 2.02.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 4 contracts
Sources: First Supplemental Indenture (Evergreen Solar Inc), First Supplemental Indenture (Evergreen Solar Inc), First Supplemental Indenture (Evergreen Solar Inc)
Conversion Procedure. (ia) To convert a Security, a Holder must (1) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by a Conversion Agent, (4) pay all transfer or similar taxes, if required pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares4.04, and regardless of whether the certificates representing such shares (if any5) are surrendered pay an amount equal to the Company or its transfer agentinterest as required by Section 4.02(c). The date on which the Holder satisfies all of those requirements is the “Conversion Date.” Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time.
(iib) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names Common the Conversion Shares are issuable upon conversion shall be deemed to be registered upon such conversion shall thereby become the holder or holders a Holder of record of such Common Shares.
(iv) As soon as possible after Conversion Shares on the later of the Conversion Date provided, however, that no surrender of a conversion has been effected (but in Security on any event within five (5) Business Days following such conversion) Conversion Date when the stock transfer books of the Company shall amend its register be closed shall be effective to constitute the person or persons entitled to receive the Conversion Shares upon conversion as the record Holder or Holders of members such Conversion Shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such Conversion Shares as the record Holder or Holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion and of a Security, such person shall thereafter deliver no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on the Conversion Shares issued upon conversion of a Security prior to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason issuance of such conversion in such name or names and such denomination or denominations as the converting holder has specified; andshares.
(c) Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the quarterly interest payment payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion (such interest being payable on the corresponding Interest Payment Date to the Holder of the Security as of the close of business on the Regular Record Date). However, such Holders must deliver to the Conversion Agent an amount in cash equivalent to such interest payment in cash order to convert their Securities; provided, however, that no such payment shall be required to be made with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of the amount payable under Section Error! Reference source not found. below conversion with respect to such conversionSecurities. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for accrued interest on a converted Security.
(vd) The issuance Subject to Section 4.02(c), nothing in this Section shall affect the right of certificates for Common Shares upon conversion a Holder in whose name any Security is registered at the close of Convertible Preference Shares shall be made without charge business on a Regular Record Date to receive the holders interest payable on such Security on the related Interest Payment Date in accordance with the terms of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharethis Indenture, the Company shall take all such actions as are necessary in order to ensure that Securities and the Common Shares resulting from such conversion shall be duly and validly issuedRegistration Rights Agreement. If a Holder converts more than one Security at the same time, fully paid, and free and clear the amount of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required cash to be made by paid and the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common the Conversion Shares issuable upon the conversion conversion, if any (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03), shall be based on the aggregate principal amount of all outstanding Convertible Preference Shares. All Common Shares which are Securities so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesconverted.
(viiie) No fractional shares shall result from In the conversion case of any Convertible Preference SharesSecurity which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to, and in exchange for, the number unconverted portion of Common Shares resulting from the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value $1,000 or any integral multiple of such fractional share on the date of conversion, as determined $1,000 in good faith by the Board of Directorsexcess thereof.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 3 contracts
Sources: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)
Conversion Procedure. To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to Section 5A 11.03. The Person in whose name the certificate is registered shall be automatictreated as the stockholder of record on and after the Conversion Date; provided, without however, that -------- ------- no surrender of a Security on any date when the need for any further action on behalf stock transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Security to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion shall be based on the total Principal Amount of all outstanding Convertible Preference Sharesthe Securities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security in an authorized denomination equal in Principal Amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversionSecurity surrendered. If the conversion would result last day on which a Security may be converted is a Legal Holiday in any fractional sharea place where a Conversion Agent is located, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal Security may be surrendered to the fair market value of such fractional share that Conversion Agent on the date of conversion, as determined in good faith by the Board of Directorsnext succeeding day that it is not a Legal Holiday.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 3 contracts
Sources: Indenture (Aspect Telecommunications Corp), Indenture (Aspect Telecommunications Corp), Indenture (Aspect Telecommunications Corp)
Conversion Procedure. To convert a Note, a Holder must satisfy all of the requirements in paragraph 8 of the Notes. The first Business Day on which the Holder satisfies all those requirements is the conversion date (i) the “Conversion Date”). As soon as practicable after the Conversion Date, the Company shall deliver or cause to be delivered upon the order of the Holder a certificate for the number of whole Shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share4.03 hereof. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such date, such Person’s rights as a Holder shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the Shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders shareholder of record of such Shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such Shares of Common Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register shareholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding Business Day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Shareprovided further, the Company shall take all such actions as are necessary in order to ensure however, that the Common Shares resulting from such conversion shall be duly at the Conversion Price in effect on the Conversion Date. No payment or other adjustment shall be made for accrued interest or dividends or distributions on any Shares of Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after the close of business on any record date for the payment of an installment of interest but prior to the opening of business on the next Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion during the period after any record date but prior to the opening of business on the next Interest Payment Date must, except as described in the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. If the Company (i) elects to redeem Notes pursuant to Article 3 hereof or (ii) offers to repurchase Notes upon a Change in Control pursuant to Section 6.09 hereof, on a date that is during that period from the close of business on a record date for the payment of an installment of interest and validly issuedending on the close of business on the next Interest Payment Date (or if such Interest Payment Date is not a Business Day, fully paidthe Business Day after the Interest Payment Date), and free and clear of all taxesany Holders surrender the Notes or portions thereof for conversion on a date that is not an Interest Payment Date, liens, charges and encumbrances except those created by such Holders shall receive interest for the holder thereof.
period from the Interest Payment Date next preceding the Conversion Date (vi) The Company it being understood that such Holders that surrender Notes or portions thereof for conversion following any redemption notice or Change in Control Offer shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares be required to make any governmental filings or obtain any governmental approval prior to or pay such funds as described in connection with any conversion the third sentence of Convertible Preference Shares hereunder (includingthis paragraph). No fractional shares will be issued upon conversion, without limitation, making any filings required to but a cash adjustment will be made by for any fractional shares. If a Holder converts more than one Note at the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharessame time, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares whole Shares of Common Shares Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance)total principal amount of Notes converted. The Company Upon surrender of a Note that is converted in part, the Trustee shall not take any action that would cause authenticate for the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down Holder a new Note equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 3 contracts
Sources: Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International Inc.), Exchange Agreement (Mercer International Inc.)
Conversion Procedure. To convert a Debenture after the Effective Time, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (i) Conversion pursuant to Section 5A shall be automatic, without complete and manually sign the need for any further action irrevocable conversion notice on behalf the back of the holders of Convertible Preference Shares, Debenture and regardless of whether the certificates representing deliver such shares (if any) are surrendered notice to the Company or its transfer agent.
Conversion Agent, (ii) Each Convertible Preference Share shall be convertible into one Common Share. If surrender the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior Debenture to the such event.
Conversion Agent, (iii) At furnish appropriate endorsements and transfer documents if required by the time any such conversion has been effectedRegistrar or the Conversion Agent, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) pay any transfer or other tax, if required by Section 11A.04 and (v) if the Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. After the Effective Time, the date on which the Holder satisfies all of the foregoing requirements is the "Conversion Date." As soon as possible practicable after a conversion has been effected (but the Conversion Date and in any event within five (5) Business Days following such conversion) the Company Days, WPP shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
Holder through the Conversion Agent (a) either a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office receipt or a book entry notation of the Company;
number of whole WPP ADSs issuable upon the conversion pursuant to Section 11A.05, (b) a certificate or certificates representing the number of Common Shares issuable by reason of aggregate Cash Conversion Amount payable upon such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment cash in cash lieu of any fractional WPP ADSs. After the Effective Time, the Person in whose name the Debenture is registered shall be deemed to be a holder on the Conversion Date of the amount payable under Section Error! Reference source not found. below with respect WPP ADSs for which the Debenture is converted on such Conversion Date; provided, however, that no surrender of a Debenture on any date when the transfer books relating to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares the WPP ADSs shall be made without charge closed shall be effective to constitute the Person or Persons entitled to receive WPP ADSs upon such conversion as the registered holder or holders of such Convertible Preference Shares WPP ADSs on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such WPP ADSs as the registered holder or holders thereof for any issuance or stamp tax in respect thereof or other cost incurred by all purposes at the Company in connection with close of business on the next succeeding day on which such transfer books are open; provided, further, that such conversion into Common Sharesshall be at the Conversion Price in effect on the date that such Debenture shall have been surrendered for conversion, as if such transfer books had not been closed. Upon conversion of each Convertible Preference Sharea Debenture, such Person shall no longer be a Holder of such Debenture. Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Debenture shall not be cancelled, extinguished or forfeited but rather shall, except as otherwise set forth herein, be deemed paid by an applicable portion of the WPP ADSs issued upon conversion of such Debenture. Except as set forth in the preceding sentence, no payment or adjustment will be made for accrued interest (including Contingent Interest or Additional Amounts, if any) on a converted Debenture or for dividends or distributions on WPP ADSs issued upon conversion of a Debenture (provided that the WPP ADSs received upon conversion of Debentures shall continue to accrue Additional Amounts, as applicable, in accordance with the Registration Rights Agreement and shall be entitled to receive, at the next Interest Payment Date, any accrued but unpaid Additional Amounts with respect to the converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date shall be paid to the Holder of such Debenture on such Interest Payment Date. In such event, such Debenture, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest or Additional Amounts, if any), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Debenture, the Debenture shall not be converted; provided, however, that no such check shall be required if such Debenture has been called for redemption on a redemption date within the period between and including such record date and such Interest Payment Date, or if such Debenture is surrendered for conversion on the Interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest or Additional Amounts, if any) payable on the Interest Payment Date, the Conversion Agent shall take all repay such actions as are necessary in order funds to ensure the Holder. No fractional WPP ADSs shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of full WPP ADSs that the Common Shares resulting from such shall be issuable upon conversion shall be duly and validly issued, fully paid, and free and clear computed on the basis of all taxes, liens, charges and encumbrances except those created by the holder thereof.
aggregate principal amount of the Debentures (vior specified portions thereof to the extent permitted hereby) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in so surrendered. If any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to fractional WPP ADS would be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Sharesany Debenture or Debentures, WPP shall make a payment in lieu thereof in cash based on the current WPP Market Price of a WPP ADSs on the Conversion Date. All Common Shares which are so issuable shallUpon surrender of a Debenture that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company and WPP shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Debenture equal in principal amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsDebenture surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 3 contracts
Sources: Second Supplemental Indenture (Grey Global Group Inc), Support Agreement (WPP Group PLC), Support Agreement (Grey Global Group Inc)
Conversion Procedure. To convert a Security, a Holder must (i) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (ii) surrender the Security to a Conversion Agent and (iii) pay any tax required pursuant to Section 5A 18.4. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). Unless the Guarantor shall have notified the Trustee and the Holder that the Guarantor has elected to pay such Holder a Cash Alternative pursuant to Section 18.1, the Guarantor shall deliver to the Holder as soon as practicable, but in any event no later than the seventh Business Day following the Conversion Date, through a Conversion Agent, a certificate for the number of whole Shares issuable upon the conversion, payment for accrued interest on such Security, to the extent required by this Section 18.2, and, if applicable, cash in lieu of any fractional shares pursuant to Section 18.3. Except as provided in Section 18.1, if the Guarantor shall have notified the Holder of the Guarantor's election to pay such Holder a Cash Alternative, the Guarantor shall deliver to the Holder surrendering such Security the Cash Alternative Payment with respect to such Security not later than ten Trading Days following such Conversion Date. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the share certificate is registered shall be automatictreated as a shareholder of record on and after the Conversion Date; provided, without however, that no surrender of a Security on any date when the need for any further action on behalf share transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share Guarantor shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names Common entitled to receive the Shares are to be registered upon such conversion shall thereby become as the record holder or holders of such Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Shares as the record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered holder or holders thereof for all purposes at the office close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Ratio in effect on the Conversion Date, as if the share transfer books of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source Guarantor had not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesbeen closed. Upon conversion of each Convertible Preference Sharea Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on any shares except as provided in this Article 18. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or presented for purchase on a Redemption Date or Change of Control Purchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security. Except as otherwise provided in this Section 18.2, no payment or adjustment will be made for accrued interest on a converted Security. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall take all promptly repay such actions as are necessary funds to such Holder. Nothing in order this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a Regular Record Date to ensure that receive the Common Shares resulting from interest payable on such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by Security on the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares related Interest Payment Date in any manner that interferes accordance with the timely conversion terms of Convertible Preference Sharesthis Indenture and the Securities. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingIf a Holder converts more than one Security at the same time, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion shall be based on the aggregate principal amount of all outstanding Convertible Preference SharesSecurities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security equal in principal amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSecurity surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 3 contracts
Sources: Indenture (Elan Corp PLC), Limited Waiver (Elan Corp PLC), Limited Waiver (Elan Corp PLC)
Conversion Procedure. To convert a Note, a Holder must (ia) Conversion pursuant to Section 5A shall be automatic, without complete and manually sign the need for any further action conversion notice on behalf the back of the holders of Convertible Preference SharesNote and deliver such notice to the Company, (b) surrender the Note to the Company, (c) furnish appropriate endorsements and transfer documents if required by the Company, and regardless (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of whether those requirements is the certificates representing such shares (if any) are surrendered to the Company or its transfer agent“Conversion Date.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) ” As soon as possible practicable after the Conversion Date applicable to a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference ShareNote, the Company shall take all deliver to the Holder of such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Note (vii) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely a certificate for the purpose number of issuance whole shares of Common Stock issuable upon the conversion of Convertible Preference Sharessuch Note, (ii) cash in lieu of any fractional shares to be issued upon the conversion of such Note pursuant to Section 3.3, (iii) interest accrued, but unpaid, on such Note to the Conversion Date and (iv) an amount equal to the total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the number of shares of Common Shares Stock being converted. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record at the close of business on the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Note except as set forth in the succeeding paragraph. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined based on the basis aggregate principal amount of the total number Notes converted. Upon surrender of Convertible Preference Shares the holder a Note that is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result converted in any fractional sharepart, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal shall execute and deliver to the fair market value of such fractional share on Holder a new Note equal in principal amount to the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization unconverted portion of the Company as permitted herein and if the Common Shares resulting from conversion Note surrendered. Any such Note shall be dated so that there shall be no loss of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by interest on such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedNote.
Appears in 3 contracts
Sources: Noteholders Agreement (Eurosite Power Inc.), Noteholders Agreement (Eurosite Power Inc.), Noteholders Agreement (Eurosite Power Inc.)
Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(iia) Each Convertible Preference Share Note shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;Conversion Agent.
(b) In order to exercise the conversion right with respect to any interest in Global Notes, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 6.03(c) and any transfer taxes or duties if required pursuant to Section 6.09. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall:
(i) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) facsimile of the conversion notice, or an electronic version of the conversion notice, each of which shall be irrevocable, and deliver such notice to a Conversion Agent;
(ii) surrender the Note to a Conversion Agent;
(iii) furnish appropriate endorsements and transfer documents,
(iv) if required pursuant to Section 6.09, pay any transfer taxes or duties; and
(v) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 6.03(c). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.”
(c) On the third Trading Day immediately following the Conversion Date (the “Conversion Share Delivery Date”), the Company shall issue and shall deliver to the converting Holder, a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable in respect of such conversion in accordance with the provisions of this Article 6, the Early Conversion Payment, if applicable, and cash in lieu of any fractional share. In case any Notes of a denomination greater than $1,000 shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the unconverted portion of the surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) on the date on which the requirements set forth above in Section 6.01(b) have been satisfied as to such Notes (or portion thereof) and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become, as of the Close of Business on the relevant Conversion Date that such Holder converted the Notes, the holder of record of the shares of Common Stock represented thereby.
(d) Upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shallan interest in a Global Note, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofTrustee shall make a notation on such Global Note as to the reduction in the Principal Amount represented thereby. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation notify the Trustee in writing of any applicable law or governmental regulation or conversions of Notes effected through any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less Conversion Agent other than the number of such shares required to be reserved hereunder for issuance Trustee.
(e) Each share certificate representing Common Stock issued upon conversion of Convertible Preference Sharesthe Notes that are Restricted Notes shall bear the Restricted Stock Legend as set forth in Section 3.07.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 3 contracts
Sources: First Supplemental Indenture (Digital Turbine Usa, Inc.), Indenture (Digital Turbine, Inc.), Indenture (Digital Turbine, Inc.)
Conversion Procedure. (iA) Conversion pursuant to Section 5A Unless otherwise provided in connection with any conversion, each conversion of Series B-1 Preferred or Series B Preferred, into Series B Preferred or Series B-1 Preferred, as the case may be, shall be automatic, without effected by the need for any further action on behalf surrender of the holders certificate or certificates representing the shares to be converted at the principal office of Convertible Preference Sharesthe Corporation at any time during normal business hours, together with a written notice by the holder of such shares stating that such holder desires to convert the shares, or a stated number of the shares, represented by such certificate or certificates into shares of the other class (and such statement shall obligate the Corporation to issue such shares). Unless otherwise provided in connection with any conversion, each conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and regardless of whether the certificates representing at such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (Series B-1 Preferred and Series B Preferred, as a the case may be, as such holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person person or Persons persons in whose name or names Common Shares the certificate or certificates for shares of Series B Preferred or Series B-1 Preferred are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common Sharesthe Series B Preferred and the Series B-1 Preferred represented thereby.
(ivB) As soon as possible Promptly after a conversion has been effected the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder's instructions (but in any event within five (5) Business Days following such conversioni) the Company shall amend its register of members to effect certificate or certificates for the Series B Preferred and the Series B-1 Preferred issuable upon such conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(bii) a certificate representing any Series B-1 Preferred and Series B Preferred which were represented by the certificate or certificates representing delivered to the number of Common Shares issuable by reason of Corporation in connection with such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source but which were not found. below with respect to such conversionconverted.
(vC) The issuance of certificates for Common Shares Series B-1 Preferred or Series B Preferred upon conversion of Convertible Preference Shares Series B Preferred or Series B-1 Preferred, respectively, shall be made without charge to the holders of such Convertible Preference Shares shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company Corporation in connection with such conversion into Common Shares. Upon conversion and the related issuance of each Convertible Preference ShareSeries B Preferred and Series B-1 Preferred, as the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofcase may be.
(viD) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common SharesCorporation has duly authorized, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesthe Series B-1 Preferred and Series B Preferred, respectively, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shallSeries B Preferred and Series B-1 Preferred, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.as
Appears in 2 contracts
Sources: Preferred Stock Purchase Agreement (Velocom Inc), Supplemental Series B Preferred Stock Purchase Agreement (Velocom Inc)
Conversion Procedure. To convert a Debenture, a Holder must satisfy the requirements in paragraph 7 of the Debentures. The first Business Day on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share15.3. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names Common Shares are to the certificate is registered shall be registered upon such conversion shall thereby become treated as the holder or holders stockholder of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing close of business on the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common SharesConversion Date. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Fifteen. On conversion of a Debenture, no accrued and unpaid cash interest, if any, or amounts reflecting accretion of the Debentures included in the Accreted Principal Amount or the Restated Principal Amount (as the case may be), in each Convertible Preference Sharecase through the Conversion Date, will be payable with respect to the Company shall take all converted Debenture and no such actions as are necessary in order to ensure that cash interest or amounts reflecting accretion of the Common Shares resulting from such conversion Debentures shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required deemed to be made by canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Company).
(vii) The Company shall at all times reserve and keep available out Holder thereof through delivery of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon Stock (together with the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shallcash payment, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal Debenture being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid cash interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the Accreted Principal Amount or the Restated Principal Amount (as the case may be) of the Debenture being converted pursuant to the provisions hereof. The Company will not adjust the conversion ratio to account for accrued and unpaid cash interest, if any, or for amounts reflecting accretion of the Debentures included in the Accreted Principal Amount or the Restated Principal Amount (as the case may be). If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total principal amount of the Company as permitted herein and if Debentures converted. If the Common Shares resulting from conversion last day on which a Debenture may be converted is a not a Business Day in a place where a Conversion Agent is located, the Debenture may be surrendered on the next succeeding day that is a Business Day. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Debenture that is converted in part, the Company shallshall execute, at and the converting holder’s optionTrustee shall authenticate and deliver to the Holder, upon surrender a new Debenture in an authorized denomination equal in principal amount to the unconverted portion of the Convertible Preference Shares Debenture surrendered. If a Holder submits a Debenture for conversion after the Company has elected to be converted by such holder as provided herein together with any noticeexercise its option to pay cash interest instead of accreting the principal amount of the Debentures following a Tax Event, statement or payment if the Company is required to effect make a cash payment pursuant to an increased accretion rate, in either case between a record date and the opening of business on the next Interest Payment Date (except for Debentures or portions of Debentures called for redemption on a Purchase Date occurring during the period from the close of business on a record date and ending on the close of business on the next Interest Payment Date, or if such conversion or exchange of Common SharesInterest Payment Date is not a Business Day, deliver the next Business Day after the Interest Payment Date), such Holder shall pay to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which Company an amount equal to cash interest payable on the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedconverted principal amount.
Appears in 2 contracts
Sources: Convertible Debentures Supplemental Indenture (International Paper Co /New/), Convertible Debentures Supplemental Indenture (International Paper Co /New/)
Conversion Procedure. (i) Conversion pursuant to Section 5A Except as otherwise provided herein, each conversion of the Debt or a portion thereof shall be automatic, without the need for any further action on behalf deemed to have occurred when all of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered following items have been delivered to the Company or its transfer agent.
during the Exercise Period (ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:"Conversion Time"):
(a) a notice stating that completed Conversion Agreement, as described in Section 1C below, executed by the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the CompanyHolder;
(b) a certificate this Note; and
(c) if the Holder is not SportsLine, an Assignment or certificates representing Assignments in the number form set forth in Exhibit II hereto evidencing the assignment of Common Shares this Note to the Holder;
(ii) Certificates for shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as shall be delivered by the converting holder has specified; and
(c) payment in cash Company to the Holder within three days after the date of the amount Conversion Time together with any cash payable under in lieu of a fraction of a share pursuant to Section Error! Reference source 13 hereof. Unless this Note has been paid or converted in full, the Company shall prepare a new Note, substantially identical hereto, representing the portion of the Debt not found. below with respect being converted or paid and shall, within such three-day period, deliver such new Note to such conversionthe Person designated for delivery in the Conversion Agreement.
(viii) The shares of Conversion Stock issuable upon the conversion of the Debt or a portion thereof shall be deemed to have been issued to the Holder at the Conversion Time, and the Holder shall be deemed for all purposes to have become the registered holder of such shares at the Conversion Time.
(iv) The issuance of certificates for Common Shares upon conversion shares of Convertible Preference Shares Conversion Stock shall be made without charge to the holders of such Convertible Preference Shares Holder for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion and the related issuance of each Convertible Preference Share, such shares (other than transfer or other applicable taxes payable because the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofHolder is other than SportsLine).
(viv) The Company shall not close its books against the transfer of Convertible Preference Shares this Note or Common Shares resulting from of any shares of Conversion Stock issued or issuable upon the conversion of Convertible Preference Shares the Debt or a portion thereof in any manner that which interferes with the timely exercise of the conversion rights under this Note. The Company shall from time to time take all such action as may be necessary to assure that the par value per share of Convertible Preference Sharesthe unissued shares of Conversion Stock issuable upon conversion hereunder is at all times equal to or less than the Conversion Price then in effect. In the event that the Company fails to comply with its obligations set forth in the foregoing sentence, the Holder may (but shall not be obligated to) convert the Debt or a portion thereof at a deemed Conversion Price equal to par value, and the Company shall be obligated to reimburse the Holder for the aggregate amount of consideration paid in connection with such conversion in excess of the actual Conversion Price then in effect.
(vi) The Company shall assist and cooperate with any holder of Convertible Preference Shares Holder required to make any governmental filings or obtain any governmental approval approvals prior to or in connection with any conversion of Convertible Preference Shares hereunder under this Note (including, without limitation, making any filings required to be made by the Company).
(vii) Notwithstanding any other provision hereof, if the conversion of any portion of this Note is to be made in connection with a Change of Control or other transaction affecting the Company, such conversion may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until immediately prior to the consummation of such transaction.
(viii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, Conversion Stock solely for the purpose of issuance upon the conversion of Convertible Preference Sharesthis Note, such the maximum number of shares of Common Shares Conversion Stock issuable upon the conversion of all outstanding Convertible Preference Sharesthis Note. All Common Shares shares which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and non-assessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company shall take all such actions as may be necessary to ensure that all Common Shares such shares may be so issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange or trading market upon which the Common Shares shares of Conversion Stock or other securities into which this Note may be converted may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that which would cause the number of authorized but unissued Common Shares shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directorsthis Note.
(ix) If there occurs a change in the capitalization shares of Conversion Stock issuable by reason of conversion under this Note are at the Company as permitted herein and if the Common Shares resulting from time of any such conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares stock or securities of the Company, the Company shall, at the converting holder’s option, Holder's option and upon surrender the conversion of the Convertible Preference Shares to be converted by such holder this Note as provided herein above, together with any notice, statement or payment required to effect such conversion or exchange of Common Sharessuch shares, deliver to such holder the Holder (or as otherwise specified by such holder the Holder) a certificate or certificates representing the shares stock or securities into which the Common Shares resulting from shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder Holder has specified.
(x) The Company shall not, and shall not permit its Subsidiaries to, directly or indirectly, by any action avoid or seek to avoid the observance or performance of any of terms of this Note or impair or diminish its value (except for any action which ratably affects all shares of Conversion Stock), but shall at all times in good faith assist in the carrying out of all such terms of this Note. Without limiting the generality of the foregoing, the Company shall (a) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Note and (b) not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the effect of causing a material portion of the conversion rights represented hereby to become exercisable for less than one share of Conversion Stock.
Appears in 2 contracts
Sources: Convertible Promissory Note (Sportsline Usa Inc), Convertible Promissory Note (Internet Sports Network Inc)
Conversion Procedure. To convert a Note, a Holder must satisfy the requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver or cause to be delivered to the Holder a certificate for the number of whole shares of Class A Subordinate Voting Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share4.03 hereof. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names Common Shares are the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such Person's rights as a Holder shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to be registered constitute the Person entitled to receive the shares of Class A Subordinate Voting Stock upon such conversion shall thereby become as the holder or holders stockholder of record of such Common Shares.
(iv) As soon shares of Class A Subordinate Voting Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Class A Subordinate Voting Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register stockholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Shareprovided further, the Company shall take all such actions as are necessary in order to ensure however, that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, fully paidas if the stock transfer books of the Company had not been closed. For the avoidance of doubt, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company Conversion Agent shall not close have a duty to convert or deliver shares of Class A Subordinate Voting Stock; provided that the Conversion Agent is not the Company or any of its books against the transfer of Convertible Preference Shares Subsidiaries. No payment or Common Shares resulting from other adjustment shall be made for accrued interest or dividends or distributions on any Class A Subordinate Voting Stock issued upon conversion of Convertible Preference Shares the Notes. If any Notes are converted during any period after the close of business on any record date for the payment of an installment of interest but before the opening of business on the next Interest Payment Date, interest for such Notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion during the period after any record date but before the opening of business on the next Interest Payment Date must, except as described in the next sentence, be accompanied by funds equal to the interest payable on such Interest Payment Date on the principal amount of Notes being converted. If the Company has issued a redemption notice or made a Change in Control Offer with respect to the Notes during that period from the close of business on a record date and ending on the opening of business on the first Business Day after the next Interest Payment Date (or if such Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) and the Holders surrender the Notes or portions thereof for conversion on a date that is not an Interest Payment Date, Holders shall receive interest for the period from the Interest Payment Date next preceding the Conversion Date (it being understood that such Holders that surrender Notes or portions thereof for conversion following any manner that interferes with the timely conversion of Convertible Preference Shares. The Company redemption notice or Change in Control Offer shall assist and cooperate with any holder of Convertible Preference Shares not be required to make any governmental filings or obtain any governmental approval prior to or pay such funds as described in connection with any conversion the third sentence of Convertible Preference Shares hereunder (includingthis paragraph). No fractional shares will be issued upon conversion, without limitation, making any filings required to but a cash adjustment will be made by for any fractional shares. If a Holder converts more than one Note at the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharessame time, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of whole shares of Common Shares Class A Subordinate Voting Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance)total principal amount of Notes converted. The Company Upon surrender of a Note that is converted in part, the Trustee shall not take any action that would cause authenticate for the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down Holder a new Note equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Indenture (Magna Entertainment Corp), Indenture (Magna Entertainment Corp)
Conversion Procedure. (ia) To convert a Security, a Holder must (1) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, which shall become irrevocable upon receipt by the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (4) pay an amount equal to the interest, including Special Interest, if any, as required by Section 4.02(c), and (5) pay all transfer or similar taxes, if required pursuant to Section 5A shall be automatic4.04. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” Upon the conversion of a Security, the Company will deliver the shares of Common Stock, without service charge, as promptly as practicable after the need for any further action on behalf of Conversion Date, but in no event later than third Business Days after the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered Conversion Date. Anything herein to the Company or its transfer agentcontrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with clauses (3), (4) and (5) of this Section 4.02(a) and the Applicable Procedures as in effect from time to time.
(iib) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names the shares of Common Shares Stock are issuable upon conversion shall be deemed to be registered upon such conversion shall thereby become the a holder or holders of record of such Common Shares.
(iv) As soon as possible after Stock on the Conversion Date; provided, however, that no surrender of a conversion has been effected (but in Security on any event within five (5) Business Days following such conversion) Conversion Date when the stock transfer books of the Company shall amend its register be closed shall be effective to constitute the person or persons entitled to receive the shares of members Common Stock upon conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion and of a Security, such person shall thereafter deliver no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason issuance of such conversion in such name or names and such denomination or denominations as the converting holder has specified; andshares.
(c) Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest and Special Interest, if any, payable on the principal amount of such Securities being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Securities for conversion, such Securities shall also be accompanied by payment in cash funds to the Conversion Agent acceptable to the Company of an amount equal to the interest, including Special Interest, if any, payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount payable under Section Error! Reference source not foundof such Security so converted that exists at the time such Holder surrenders such Security for conversion). below Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) with respect to which the Company has specified a Fundamental Change Repurchase Date or a Redemption Date, in either case, that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (b) after the last Regular Record Date prior to the Final Maturity Date, in either case, need not pay the Company an amount equal to the interest, including Special Interest, if any, on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for accrued interest, including Special Interest, if any, on a converted Security.
(vd) The issuance Subject to Section 4.02(c), nothing in this Section shall affect the right of certificates for Common Shares upon conversion a Holder in whose name any Security is registered at the close of Convertible Preference Shares shall be made without charge business on a Regular Record Date to receive the holders interest payable on such Security on the related Interest Payment Date in accordance with the terms of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by this Indenture and the Company in connection with such conversion into Common SharesSecurities. Upon conversion of each Convertible Preference ShareIf a Holder converts more than one Security at the same time, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall be based on the aggregate principal amount of all outstanding Convertible Preference Shares. All Common Shares which are Securities so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesconverted.
(viiie) No fractional shares shall result from In the conversion case of any Convertible Preference SharesSecurity which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to, and in exchange for, the number unconverted portion of Common Shares resulting from the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value $1,000 or any integral multiple of such fractional share on the date of conversion, as determined $1,000 in good faith by the Board of Directorsexcess thereof.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Indenture (Vertex Pharmaceuticals Inc / Ma), Indenture (Vertex Pharmaceuticals Inc / Ma)
Conversion Procedure. (i1) The Conversion pursuant Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) attached hereto as Schedule B and delivering the Conversion Notice and this Debenture to Section 5A the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the Principal Amount being converted and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be immediately after the Conversion Notice is issued and in any event within three (3) Business Days after the day the Conversion Notice is issued). The conversion shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered deemed to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non-assessable at such event.
(iii) At time. On the time any such conversion has been effectedIssue Date, the rights required number of Shares shall be issued and accrued and unpaid interest shall be paid to the Lender. If less than all of the holder Principal Amount of this Debenture is the subject of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) Conversion Right, then on the Issue Date, the Borrower shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) Lender a notice stating that replacement Debenture in the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at form hereof in the office principal amount of the Company;
(b) a certificate or certificates representing unconverted principal balance hereof, and this Debenture shall be cancelled. If the number Conversion Right is being exercised in respect of Common Shares issuable by reason the entire Principal Amount of such conversion in such name or names and such denomination or denominations as this Debenture, this Debenture shall be cancelled. With the converting holder has specified; and
(c) payment in cash Conversion Notice, the Lender shall provide the Borrower with its written calculation of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion accrued and unpaid interest on the Principal Amount which is the subject of Convertible Preference Shares shall be made without charge the Conversion Right pursuant to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference ShareConversion Notice, the Company shall take all such actions as are necessary in order up to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directorsthat Conversion Notice and a per diem amount thereon.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Senior Unsecured Convertible Debenture (Lifezone Metals LTD), Senior Unsecured Convertible Debenture (Lifezone Metals LTD)
Conversion Procedure. (i) Conversion If this Note is automatically converted into Common Stock pursuant to this Section 5A 5, written notice shall be automaticdelivered to Holder at the address last shown on the records of Company for Holder or given by Holder to Company for the purpose of notice or, without if no such address appears or is given, at the need for any further action on behalf place where the principal executive office of Company is located, notifying Holder of the holders of Convertible Preference Sharesconversion to be effected, specifying the Conversion Price, the principal amount and regardless of whether any interest accrued thereon pursuant hereto to be converted, the certificates representing date on which such shares (if any) are surrendered conversion is expected to occur and calling upon such Holder to surrender to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common ShareCompany, in the manner and at the place designated, the Note. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions Upon such conversion of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effectedNote, the rights Holder shall surrender this Note, duly endorsed, at the principal office of the holder of Company. At its expense, the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common SharesCompany shall, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (practicable thereafter, but in any event within five ten (510) Business Days following such conversion) the Company shall amend its register of members to effect the conversion business days, issue and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered such Holder at the such principal office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable Stock to which the Holder shall be entitled upon the such conversion of all outstanding Convertible Preference Shares. All Common Shares which (bearing such legends as are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created required by the holder thereof. The Company shall take all such actions as may be necessary Note Purchase Agreement and applicable state and Federal securities laws in the opinion of counsel to ensure that all Common Shares may be so issued without violation of Company), together with any applicable law or governmental regulation or any requirements of any domestic other securities exchange upon and property to which the Common Shares may be listed (except Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for official notice of issuance which shall be immediately delivered by the Company upon each such issuanceany cash amounts payable as described in Section 5(d). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which of Common Stock issuable upon conversion of this Note shall be issued in the Common Shares resulting from name of the Holder. Any conversion are so convertible or exchangeable, registered of this Note pursuant to Section 5 shall be deemed to have been made immediately prior to the closing of the issuance and sale of shares as described in Section 5 and on and after such name or names date Holder shall be treated for all purposes as the record holder of such shares and in a purchaser of such denomination or denominations as such holder has specifiedshares under the Note Purchase Agreement and shall be bound by the terms of the Note Purchase Agreement.
Appears in 2 contracts
Sources: Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc), Convertible Note Purchase Agreement (Biomarin Pharmaceutical Inc)
Conversion Procedure. To convert a Security, a Holder must (ia) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Pioneer Common Stock issuable upon the conversion, cash in lieu of any fractional shares pursuant to Section 5A 4.3, and the Cash Component times the number of Evergreen Consideration Units (or fractions thereof) payable upon such conversion. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name Pioneer Common Stock certificate is registered shall be automaticdeemed to be a stockholder of record on the Conversion Date; provided, without however, that no surrender of a Security on any date when the need for any further action on behalf stock transfer books of Pioneer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Pioneer Common Stock upon such conversion as the record holder or holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares of Pioneer Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Pioneer Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of Pioneer had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Pioneer Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption on a Redemption Date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if anysuch interest payment date is not a Business Day, the second such Business Day) are surrendered shall also be accompanied by payment in funds acceptable to the Company or its transfer agent.
(ii) Each Convertible Preference Share of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be convertible into one Common Share. If payable to such registered Holder notwithstanding the Convertible Preference Shares undergo any share splitconversion of such Security, share consolidation or other similar recapitalization, then subject to the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior Indenture relating to the such event.
(iii) At payment of defaulted interest by the time any such conversion has been effectedCompany. Except as otherwise provided in this Section 4.2, the rights of the holder of the Convertible Preference Shares no payment or adjustment will be made for accrued interest on a converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) Security. If the Company shall amend its register defaults in the payment of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of interest payable on such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) interest payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharedate, the Company shall take all promptly repay such actions as are necessary funds to such Holder. Nothing in order this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to ensure that receive the Common Shares resulting from interest payable on such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by Security on the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares related interest payment date in any manner that interferes accordance with the timely conversion terms of Convertible Preference Sharesthis Indenture and the Securities. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingIf a Holder converts more than one Security at the same time, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Evergreen Consideration Units issuable upon the conversion shall be based on the aggregate principal amount of all outstanding Convertible Preference SharesSecurities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security equal in principal amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSecurity surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: First Supplemental Indenture (Pioneer Natural Resources Co), First Supplemental Indenture (Pioneer Natural Resources Co)
Conversion Procedure. To convert a Note, a Holder must (ia) Conversion pursuant to Section 5A shall be automatic, without complete and manually sign the need for any further action conversion notice on behalf the back of the holders of Convertible Preference SharesNote and deliver such notice to the Company, (b) surrender the Note to the Company, (c) furnish appropriate endorsements and transfer documents if required by the Company, and regardless (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of whether those requirements is the certificates representing such shares (if any) are surrendered to the Company or its transfer agent"Conversion Date.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) " As soon as possible practicable after the Conversion Date applicable to a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference ShareNote, the Company shall take all deliver to the Holder of such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Note (vii) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely a certificate for the purpose number of issuance whole shares of Common Stock issuable upon the conversion of Convertible Preference Sharessuch Note, (ii) cash in lieu of any fractional shares to be issued upon the conversion of such Note pursuant to Section 4.3, (iii) interest accrued, but unpaid, on such Note to the Conversion Date and (iv) an amount equal to the total cash dividends paid from the date of original issuance of the Note to the Conversion Date on the number of shares of Common Shares Stock being converted. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record at the close of business on the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Note except as set forth in the succeeding paragraph. If a Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined based on the basis aggregate principal amount of the total number Notes converted. Upon surrender of Convertible Preference Shares the holder a Note that is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result converted in any fractional sharepart, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal shall execute and deliver to the fair market value of such fractional share on Holder a new Note equal in principal amount to the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization unconverted portion of the Company as permitted herein and if the Common Shares resulting from conversion Note surrendered. Any such Note shall be dated so that there shall be no loss of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by interest on such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedNote.
Appears in 2 contracts
Sources: Noteholders Agreement (Hybridon Inc), Noteholders Agreement (Hybridon Inc)
Conversion Procedure. (ia) To convert a Physical Note, a Holder must (1) complete and manually sign the Notice of Conversion on the back of the Note, or facsimile of such Notice of Conversion, and deliver such Notice of Conversion to the Conversion Agent, which shall become irrevocable upon receipt by the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Conversion Agent, (4) pay an amount equal to the interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 13.02(c) and (5) pay all transfer or similar taxes, if required pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered 13.04. Anything herein to the Company or its transfer agent.
contrary notwithstanding, in the case of Global Notes, Notices of Conversion may be delivered and such Notes may be surrendered for conversion in accordance with clauses (ii3), (4) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions and (5) of this Section 5B(ii13.02(a) and the Applicable Procedures as in effect from time to time. The date on which the Holder satisfies all the requirements set forth in this Section 13.02(a) is the “Conversion Date.”
(b) Each conversion shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease deemed to have been effected as to any Notes surrendered for conversion on the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, Conversion Date and the Person or Persons person in whose name or names the shares of Common Shares are Stock shall be issuable upon conversion shall be deemed to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following of the close of business on such conversion) Conversion Date, and the Company shall amend its register deliver the consideration due in respect of members any conversion on the third Business Day immediately following the relevant Conversion Date; provided, however, that no surrender of a Note on any Conversion Date when the stock transfer books of the Company shall be closed shall be effective to effect constitute the person or persons entitled to receive the shares of Common Stock upon conversion and as the record holder or holders of such shares of Common Stock on such date, but such surrender shall thereafter deliver be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Note, such person shall no longer be the Holder of such Note. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Note prior to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason issuance of such shares. A Holder that has delivered a Fundamental Change Purchase Notice pursuant to Section 15.01 with respect to a Note may not surrender such Note for conversion until such Holder has withdrawn the Fundamental Change Purchase Notice in such name or names and such denomination or denominations as the converting holder has specified; andaccordance with Section 15.01(c).
(c) Holders of Notes surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the open of business on the next succeeding Interest Payment Date will receive the semiannual interest payable on the principal amount of such Notes being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Notes for conversion, such Notes shall also be accompanied by payment in cash funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount payable under of such Note so converted if any overdue interest exists at the time such Holder surrenders such Note for conversion); provided, however, that no such payment need be made (i) if the Company has specified a Fundamental Change Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (ii) if conversion occurs after the last Regular Record Date prior to the Maturity Date. Except as otherwise provided in this Section Error! Reference source not found. below with respect to 13.02(c), no payment or adjustment will be made for accrued interest on a converted Note and any such conversionaccrued interest shall be deemed satisfied and extinguished.
(vd) The issuance Subject to Section 13.02(c), nothing in this Section 13.02 shall affect the right of certificates for Common Shares upon conversion a Holder in whose name any Note is registered at the close of Convertible Preference Shares shall be made without charge business on a Regular Record Date to receive the holders interest payable on such Note on the related Interest Payment Date in accordance with the terms of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by this Indenture and the Company in connection with such conversion into Common SharesNotes. Upon conversion of each Convertible Preference ShareIf a Holder converts more than one Note at the same time, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 13.03) shall be based on the aggregate principal amount of all outstanding Convertible Preference Shares. All Common Shares which are Notes so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesconverted.
(viiie) No fractional shares shall result from In the conversion case of any Convertible Preference SharesNote which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Note or Notes of authorized denominations in an aggregate principal amount equal to, and in exchange for, the number unconverted portion of Common Shares resulting from the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to remain Outstanding after such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value $1,000 or any integral multiple of such fractional share on the date of conversion, as determined $1,000 in good faith by the Board of Directorsexcess thereof.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Indenture (Mannkind Corp), Indenture (Mannkind Corp)
Conversion Procedure. (iA) Subject to Section 7.01(b)(i)(B) below, the right of conversion attaching to the Convertible Loans may be exercised by delivery of a duly signed and completed Conversion Notice, in the form as set forth in Schedule 2 (a “Conversion Notice”), which Conversion Notice shall specify the principal amount of the IFC C Loan and the IFC D Loan (determined as of the Effective Time, assuming that the Loans have been disbursed in full under and pursuant to Section 5A shall Article II (The Loans)), respectively, to be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted the “Convertible Preference SharesPortion”) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become (with address or addresses) in which the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common for Class A Ordinary Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares which shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from issuable on such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company date on which the applicable Lender satisfies all of the requirements in the immediately preceding sentence for any Convertible Portion, is the “Conversion Date”. The Borrower shall assist and cooperate with any holder of Convertible Preference Shares required deliver to make any governmental filings the applicable Lender certificates, each registered in the name or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingnames as specified by such Lender as described above, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such full number of shares of Common whole Class A Ordinary Shares issuable upon the conversion of all outstanding the Convertible Preference SharesPortion of the IFC C Loan and/or the IFC D Loan, as applicable, in accordance with Section 7.01(a) plus a check or cash in respect of any fractional interest in respect of a Class A Ordinary Share arising upon such conversion, calculated by the Borrower as provided in Section 7.01(c) below no later than 3 Business Days following the relevant Conversion Date. All Common Shares which are so issuable shall, when issued, such shares shall be duly and validly issued, fully paid, duly authorized and validly issued and non-assessable and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereoffrom any Liens or encumbrances. The Company shall take Borrower agrees to use its commercially reasonable efforts to take, or cause to be taken, all such actions as may actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which consummate and make effective the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered conversion contemplated by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesthis Section 7.01.
(viiiB) No fractional shares A Conversion Notice shall result from not be effective unless and until Borrower receives an RMB Funding Cancellation Certificate in respect of the RMB Financings in form and substance reasonably satisfactory to it duly executed by the Lenders evidencing, for the benefit of all relevant debtors (whether borrowers, pledgors, chargors and/or guarantors) (and each of the aforementioned howsoever described therein) under and pursuant to the relevant RMB Financing, the irrevocable cancellation prior to or contemporaneously with the conversion of any the applicable Convertible Preference SharesPortion on the Conversion Date of an aggregate amount (whether actual, and contingent or otherwise) outstanding under the number RMB Financings of Common Shares resulting from such conversion shall be rounded down financial indebtedness or liabilities (each howsoever described) (whether actual, contingent or otherwise) owed under or pursuant to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result RMB Financings in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value product of such fractional share on (x) the date of conversionConversion Ratio, as determined in good faith multiplied by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.y)
Appears in 2 contracts
Sources: Loan Agreement (China Education Investment Holding), Loan Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.)
Conversion Procedure. (i) Conversion pursuant At any time and from time to Section 5A shall be automatictime, without the need for any further action on behalf holder of Loans may convert all or any portion of the holders Loans held by such holder into a number of Convertible Preference Shares, shares of Conversion Stock computed by dividing the sum of the principal amount of the Loans being converted plus all accrued and regardless of whether unpaid interest thereon and dividing the certificates representing such shares (if any) are surrendered to result by the Company or its transfer agentConversion Price then in effect.
(ii) Each Convertible Preference Share Except as otherwise provided herein, each conversion of Loans shall be convertible into one Common Sharedeemed to have been effected as of the close of business on the date on which the note or notes representing the Loans to be converted have been surrendered for conversion at the principal office of the Corporation. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares Loans converted (as a holder of such converted Convertible Preference Shares) Loans shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares any certificate or certificates for shares of Conversion Stock are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.
(iii) The conversion rights of any Loans subject to redemption under the Senior Credit Agreement shall terminate on the date that the Loans have been repaid in full (including all accrued but unpaid interest thereon) unless the Corporation has failed to pay to the holder thereof all principal and accrued and unpaid interest with respect to such Common SharesLoans.
(iv) Notwithstanding any other provision hereof, if a conversion of Loans is to be made in connection with a Public Offering, a Change of Control or other transaction affecting the Corporation, the conversion of any Loans may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.
(v) As soon as possible after a conversion has been effected (but in any event within five three business days in the case of subparagraph (5a) Business Days following such conversion) below), the Company Corporation shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(cb) payment a note (in cash of identical form to the amount payable under Section Error! Reference source not found. below note so converted, except with respect to the principal amount thereof) representing any portion of the Loans which were represented by the note or notes delivered to the Corporation in connection with such conversionconversion but which were not converted.
(vvi) The issuance of certificates for Common Shares shares of Conversion Stock upon conversion of Convertible Preference Shares Loans shall be made without charge to the holders of such Convertible Preference Shares Loans for any issuance or stamp tax in respect thereof or other cost incurred by the Company Corporation in connection with such conversion into Common Sharesand the related issuance of shares of Conversion Stock. Upon conversion of each Convertible Preference Shareany Loans, the Company Corporation shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Conversion Stock issuable with respect to such conversion shall be duly and validly issued, fully paidpaid and nonassessable, and free and clear of all taxes, liens, charges and encumbrances except those created by with respect to the holder issuance thereof.
(vivii) The Company Corporation shall not close its books against the transfer of Convertible Preference Shares Loans or Common Shares resulting from of Conversion Stock issued or issuable upon conversion of Convertible Preference Shares Loans in any manner that which interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company)Loans.
(viiviii) The Company Corporation shall at all times reserve and keep available out of its authorized but unissued Common Sharesshares of Conversion Stock, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesthe Loans, such number of shares of Common Shares Conversion Stock issuable upon the conversion of all outstanding Convertible Preference SharesLoans. All Common Shares shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company Corporation shall take all such actions as may be necessary to ensure assure that all Common Shares such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company Corporation upon each such issuance). The Company Corporation shall not take any action that which would cause the number of authorized but unissued Common Shares shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesthe Loans.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Conversion Agreement (Focal Communications Corp), Conversion Agreement (Focal Communications Corp)
Conversion Procedure. (i) Conversion pursuant to Section 5A Before the Holder shall be automatic, without the need for any further action on behalf entitled to convert this Note into shares of the holders of Convertible Preference SharesCompany’s common stock, and regardless of whether Holder shall deliver the certificates representing such shares Conversion Notice attached hereto to Company not less than seventy-five (if any75) are surrendered days prior to the date Holder desires to convert this Note. Such Conversion Notice shall be delivered by mail, postage prepaid, to the Company at its principal corporate office, and shall contain a statement of the election of Holder to convert the Note, or its transfer agent.
(ii) Each Convertible Preference Share a portion of the Note as well as the date the Holder desires such conversion to be effective. Such conversion shall be convertible into one Common Sharedeemed to have been made immediately prior to the close of business on the later of (a) the date specified in such notice (which date shall be not less than seventy five (75) days from the date Company receives such notice) or (b) the date of surrender of this Note or (c) the date Holder has demonstrated compliance with the Disclosure Requirements, and the person or persons entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares as of such date. As promptly as practicable after the conversion of this Note, the Company at its expense will issue and deliver to the Holder of this Note a certificate or certificates for the number of full shares of the Company’s registered common stock issuable upon such conversion. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then ▇▇▇▇▇▇ has complied with the provisions of this Section 5B(ii) shall Note as it relates to conversion of this Note and, despite such compliance by Holder, it is apparent to Company that Holder will be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares unable to convert this Note into fully registered and immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office transferable shares of the Company;
’s common stock on the date Holder has specified in the Transfer Notice (b“Holder’s Desired Transfer Date”) because of Company’s actions, inactions or efforts to comply with applicable securities laws, then Company shall have the option of allowing Holder to convert this Note (or a certificate or certificates representing portion hereof) so that Company can immediately purchase and redeem the number of Common Shares issuable shares issued by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect Company to such conversion.
(v) The issuance of certificates for Common Shares Holder upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance this Note (or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(via portion hereof) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash a per share price equal to the fair market value of such fractional per share closing price on the date Nasdaq national market (“Closing Price”) on the day of conversionconversion (the “Redemption Option”). Upon exercising the Redemption Option, as determined in good faith by the Board principal amount of Directors.
(ix) the Note will be reduced accordingly. If there occurs a change Company does not elect to exercise the Redemption Option, Company will hold Holder harmless from any drop in the capitalization of Closing Price between the Company as permitted herein Holder’s Desired Transfer Date and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible date Holder is able to convert this Note into or exchangeable for any other fully registered and immediately transferable shares or securities of the Company’s common stock (the “Interim Period”). Similarly, if during the Interim Period, the Company shallClosing Price increases, at Holder will pay the converting holder’s option, upon surrender amount of the Convertible Preference Shares increase to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedCompany.
Appears in 2 contracts
Sources: Convertible Promissory Note (Churchill Downs Inc), Convertible Promissory Note (Churchill Downs Inc)
Conversion Procedure. (i) Before the Lender holding this Note shall be entitled to convert this Note into Conversion Securities pursuant to Section 5A 3(y), the Lender shall be automaticsurrender this Note, without duly endorsed (or a notice to the need for any further action on behalf of effect that the holders of Convertible Preference Sharesoriginal Note has been lost, stolen or destroyed and regardless of whether the certificates representing such shares (if any) are surrendered an agreement acceptable to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of whereby the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease agrees to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) indemnify the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that from any certificates evidencing Convertible Preference Shares must be surrendered loss incurred by it in connection with this Note), at the office of the Company;
(b) Company and shall give written notice to the Company at its principal corporate office, of the election to convert the same pursuant to Section 3(y), and shall state therein the amount of the unpaid principal amount of this Note to be converted and the name or names in which the certificate or certificates for Conversion Securities are to be issued, in the event that the Conversion Securities will be certificated. Upon such conversion of this Note, the Lender hereby agrees to execute and deliver to the Company all transaction documents related to the Qualified Offering, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions. The Company shall, as soon as practicable thereafter, issue and deliver to the Lender a certificate or certificates agreement representing the number of Common Shares Conversion Securities issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares the Notes to which the Lender shall be made without charge entitled upon such conversion (bearing such legends as are required by the transaction documents related to the holders Qualified Offering, and applicable state and federal securities laws in the opinion of such Convertible Preference Shares for counsel to the Company), together with any issuance or stamp tax in respect thereof or other cost incurred by securities and property to which the Company in connection with Lender is entitled upon such conversion into Common Sharesunder the terms of this Note. Upon The conversion of each Convertible Preference Share, this Note pursuant to Section 3(y) shall be deemed to have been made immediately prior to the Company shall take all closing of the Qualified Offering and on and after such actions as are necessary in order date the Lenders entitled to ensure that receive the Common Shares resulting from securities issuable upon such conversion shall be duly and validly issued, fully paid, and free and clear of treated for all taxes, liens, charges and encumbrances except those created by purposes as the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any record holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Sharessecurities. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which Only whole Conversion Securities shall be immediately delivered by the Company upon each such issuance)issued. The Company shall not take any action that would cause the number of authorized but unissued Common Shares Any remainder due hereunder which is insufficient to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion purchase a whole Conversion Security shall be rounded down up to the nearest next whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsConversion Security.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Ehave, Inc.), Convertible Promissory Note (Ehave, Inc.)
Conversion Procedure. (i) Conversion pursuant In connection with the exercise of conversion rights relating to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Preferred Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company Buyer or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the subsequent holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Preferred Shares shall cease to have the rights complete, sign and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver furnish to the converting holder:
(a) Company, with a notice stating that copy to the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must Transfer Agent, a Notice of Conversion in the form attached hereto as Annex V, which shall be surrendered at the office deemed to satisfy all requirements of the Company;
Statement of Rights (ba "Conversion Notice"). As set forth in Section 7(c)(3) a certificate or certificates representing of the Statement of Rights, the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company issued in connection with such conversion into Common Shares. Upon a particular conversion of each Convertible Preference SharePreferred Shares is, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issuedabsent manifest error, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and conclusively the number of Common Shares resulting from stated in the applicable Conversion Notice. If in connection with a particular conversion of Preferred Shares the Company determines that manifest error has been made by virtue of the conversion price or other information set forth in the applicable Conversion Notice, the Company shall have the right immediately to notify the converting holder of such conversion shall be rounded down error (with a copy of such notice given to the nearest whole share. The number of shares resulting from such conversion Transfer Agent by facsimile), which notice shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and state the number of Common Shares which will result in dispute, and, notwithstanding such notice from such aggregate conversionthe Company, shall direct the Transfer Agent to issue and deliver the number of Common Shares not in dispute as and when required by the Statement of Rights. If the conversion would result in Company shall have notified the Transfer Agent of any fractional sharesuch error, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date such notice is given, submit the dispute to Deloitte & Touche LLP or another firm of conversion, as determined in good faith by independent public accountants of recognized national standing (the Board of Directors.
(ix"Auditors") If there occurs a change in for determination and shall instruct the capitalization of the Company as permitted herein Auditors to resolve such dispute and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of to notify the Company, the Company shallTransfer Agent, at and the converting holder’s option, upon surrender holder of Preferred Shares within one Business Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Convertible Preference Auditors' determination, the Company shall instruct the Transfer Agent to issue to the converting holder any additional Common Shares to be converted by which such holder is entitled based on the determination of the Auditors. If the Auditors shall fail to notify the Transfer Agent within three Business Days after the applicable Conversion Notice is given to the Company and the Transfer Agent, then the Company shall instruct the Transfer Agent to issue, within three Business Days after receipt of the applicable Conversion Notice, to the converting holder any additional Common Shares to which such holder is entitled based on the applicable Conversion Notice. Such immediate action shall be taken by the Company to assure that there shall be full compliance with the Company's unqualified obligation that all Common Shares issuable on such conversion be issued by the due date therefor as provided herein together with any notice, statement or payment required to effect such conversion or exchange in the Statement of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedRights.
Appears in 2 contracts
Sources: Subscription Agreement (Tera Computer Co \Wa\), Subscription Agreement (Tera Computer Co \Wa\)
Conversion Procedure. A Holder must do each of the following in order to receive shares Series B-1 Preferred Stock upon conversion of shares of Series B-2 Preferred Stock pursuant to this Section 8:
(i) in the case of an Optional Conversion, complete the conversion notice in the form attached hereto as Exhibit I (the “Conversion Notice”), and deliver such notice to the Company; provided, however, that a Conversion Notice may be conditional on the completion of a Change of Control or other corporate transaction as such Holder may specify;
(ii) if required, furnish appropriate endorsements and transfer documents; and
(iii) if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 17. The foregoing clauses (ii) and (iii) shall be conditions to the issuance of shares of Series B-1 Preferred Stock to the Holders in the event of a Mandatory Conversion pursuant to Section 5A 7 (but, for the avoidance of doubt, not the Mandatory Conversion of the shares of Series B-2 Preferred Stock on the Mandatory Conversion Date). Notwithstanding the foregoing, no Holder shall be automaticrequired to physically surrender any certificate(s) representing the Series B-2 Preferred Stock to the Company until all shares of Series B-2 Preferred Stock represented by such certificate(s) have been converted in full (the “Final Conversion”), without in which case the need applicable Holder shall surrender such certificate(s) to the Company for any further action on behalf cancellation within three (3) Trading Days following the final Conversion Date (it being acknowledged and agreed that such surrender shall not be a condition to the Holder’s right to receive shares of Series B-1 Preferred Stock upon, or the effectiveness of, such conversion; provided, however, that the Company shall not be obligated to deliver a stock certificate representing shares of Series B-1 Preferred Stock issued upon the Final Conversion until the certificate(s) representing the shares of Series B-2 Preferred Stock so converted by the Holder shall have been surrendered). Delivery of a Conversion Notice with respect to a partial conversion shall have the same effect as cancellation of the holders of Convertible Preference Shares, and regardless of whether the certificates original certificate(s) representing such shares (if any) are surrendered to of Series B-2 Preferred Stock and issuance of a certificate representing the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Shareremaining shares of Series B-2 Preferred Stock. If In accordance with the Convertible Preference Shares undergo any share splitpreceding sentence, share consolidation or other similar recapitalization, then upon the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights written request of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, applicable Holder and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders surrender of record of such Common Shares.
(ivcertificate(s) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional shareSeries B-2 Preferred Stock, the Company shall, in lieu within three (3) Trading Days of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Sharesrequest, deliver to such holder or Holder certificate(s) (as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered Holder in such name or names and in request) representing such denomination or denominations as such holder has specifiedremaining shares of Series B-2 Preferred Stock.
Appears in 2 contracts
Sources: Investment Agreement (AdaptHealth Corp.), Investment Agreement (Flynn James E)
Conversion Procedure. (i) Conversion pursuant At any time and from time to Section 5A shall be automatictime prior to the payment of this Note in full, without at the need for Payee’s option, the Payee may convert all or any further action on behalf portion of the holders principal amount and accrued and unpaid interest outstanding under this Note into a number of Convertible Preference Sharesshares of the Conversion Stock (excluding any fractional share) determined by dividing the principal amount designated by such Payee to be converted by the Conversion Price then in effect; provided, and regardless of whether that such conversion may not take place until the certificates representing such shares Maker’s shareholders (if any) are surrendered without giving effect to the Company or its transfer agentconversion contemplated by this Section 8(a)(i)) have approved the issuance of the Common Stock issuable upon conversion of this Note.
(ii) Each Convertible Preference Share Except as otherwise expressly provided herein, each conversion of this Note shall be convertible into one Common Sharedeemed to have been effected as of the close of business on the date on which this Note has been surrendered for conversion at the principal office of the Maker. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted At such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any as such conversion has been effected, the rights of the Payee as the holder of this Note to the Convertible Preference Shares converted (as a holder extent of such converted Convertible Preference Shares) the conversion shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicablecease, and the Person or Persons in whose name or names Common Shares any certificate or certificates for shares of Conversion Stock are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.
(iii) Notwithstanding any other provision hereof, if a conversion of any portion of this Note is to be made in connection with a sale of the Maker, the conversion of any portion of this Note may, at the election of the Payee, be conditioned upon the consummation of the sale of the Maker, in which case such Common Sharesconversion shall not be deemed to be effective until the consummation of such transaction.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversionin the case of clause (A) below), the Company Maker shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holderPayee:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(bA) a certificate or certificates representing the number of Common Shares shares of Conversion Stock (excluding any fractional share) issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder Payee has specified; and
(cB) payment in cash a new Note representing any portion of the principal amount payable under Section Error! Reference source or accrued and unpaid interest which was represented by the Note surrendered to the Maker in connection with such conversion but which was not found. below with respect converted.
(v) If any fractional share of Conversion Stock would, except for the provisions hereof, be deliverable upon conversion of this Note, the Maker, in lieu of delivering such fractional share, shall pay an amount equal to the Market Price of such fractional share as of the date of such conversion.
(vvi) The issuance of certificates for Common Shares shares of Conversion Stock upon conversion of Convertible Preference Shares this Note shall be made without charge to the holders of such Convertible Preference Shares Payee hereof for any issuance or stamp tax in respect thereof or other cost incurred by the Company Maker in connection with such conversion into Common Sharesand the related issuance of shares of Conversion Stock. Upon conversion of each Convertible Preference Sharethis Note, the Company Maker shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Conversion Stock issuable with respect to such conversion shall be duly and validly issued, fully paid, paid and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofnonassessable.
(vivii) The Company Maker shall not close its books against the transfer of Convertible Preference Shares Conversion Stock issued or Common Shares resulting from issuable upon conversion of Convertible Preference Shares this Note in any manner that which interferes with the timely conversion of Convertible Preference Sharesthis Note. The Company Maker shall assist and cooperate with any holder of Convertible Preference Shares Payee required to make any governmental filings or obtain any governmental approval prior to or in connection with any the conversion of Convertible Preference Shares hereunder this Note (including, without limitation, making any filings required to be made by the CompanyMaker).
(viiviii) The Company Maker shall at all times reserve and keep available out of its authorized but unissued Common Sharesshares of Conversion Stock, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesthe Note, such number of shares of Common Shares Conversion Stock issuable upon the conversion of all outstanding Convertible Preference SharesNotes. All Common Shares shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company Maker shall take all such actions as may be necessary to ensure assure that all Common Shares such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company Maker upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Note (Loud Technologies Inc), Subordination Agreement (Loud Technologies Inc)
Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automaticeffectuated by delivering by email, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered mail or other delivery method to the Company or its transfer agent.
of the completed form of conversion notice attached hereto as Annex A (ii) Each Convertible Preference Share shall be convertible into one Common Sharethe “Notice of Conversion”), executed by Purchaser evidencing Purchaser's intention to convert this Note. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number No fractional shares of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effectedStock or scrip representing fractions of shares will be issued on conversion, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number date on which notice of shares resulting from such conversion is given (the “Conversion Date”) shall be determined deemed to be the date on which the Company receives by email, mail or other means of delivery used by Purchaser the Notice of Conversion (such receipt being evidenced by electronic confirmation of delivery by email or confirmation of delivery by such other delivery method used by Purchaser). Delivery of a Notice of Conversion to the Company shall be given by Purchaser pursuant to the notice provisions set forth in the Purchase Agreement. The Company shall promptly deliver the Conversion Shares to Purchaser after receipt of the Notice of Conversion from the Purchaser. Conversion Shares may be delivered in certificated form, in electronic book-entry form on the basis Company’s records with its transfer agent, or delivered by DWAC so long as the Company is then DWAC Operational and the Conversion Shares are not required to bear a restrictive legend. Conversion Shares shall be deemed delivered (i) if delivered in certificated form, upon Purchaser’s actual receipt of the total number of Convertible Preference Conversion Shares the holder is in certificated form at the time converting into Common Shares and address specified by Purchaser in the number Notice of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversionConversion, as determined confirmed by written receipt, (ii) if by book entry form, upon Purchaser’s actual receipt of a statement evidencing the issuance of the Conversion Shares in good faith book-entry form with the Company’s transfer agent at the address specified by the Board of Directors.
(ix) If there occurs a change Purchaser in the capitalization Notice of the Company Conversion, as permitted herein confirmed by written receipt and (iii) if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s optiondelivered by DWAC, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities deposit into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedPurchaser’s brokerage account.
Appears in 2 contracts
Sources: Convertible Note (Fluent, Inc.), Convertible Subordinated Promissory Note (VerifyMe, Inc.)
Conversion Procedure. The Company shall use its reasonable best efforts to cause its transfer agent to issue the Common Stock within three (i3) business days after the Company receives a fully executed Notice of Conversion pursuant to Section 5A and original certificates for the Series B Preferred Stock with executed stock powers and signatures guaranteed. The Company shall bear the cost associated with the issuance of the Common Stock. The Common Stock shall be automaticissued with a restrictive legend indicating that it was issued in a transaction which is exempt from registration under the Securities Act of 1933, without the need for any further action on behalf of the holders of Convertible Preference Sharesas amended, and regardless that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of whether the certificates representing such shares (if any) are surrendered counsel to the Company or its transfer agent.
(ii) Each Convertible Preference Share Company. The Common Stock shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion issued in the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to name as the such event.
(iii) At the time any such conversion has been effected, the rights of person who is the holder of the Convertible Preference Shares converted (as a holder Series B Preferred Stock unless, in the opinion of counsel to the Company, such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons transfer can be made in compliance with applicable securities laws. The person in whose name or names the certificates of Common Shares Stock are to so registered shall be registered upon such conversion shall thereby become the holder or holders treated as a common stockholder of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company on the date the Common Stock certificates are so issued. With respect to Mandatory Conversion, each holder of Series B Preferred Stock shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that Company the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such appropriate number of shares of Common Shares issuable upon Series B Preferred Stock promptly after the conversion Company's delivery of all outstanding Convertible Preference Sharesthe Notice of Conversion, together with executed stock powers with signatures guaranteed. All Common Shares which are so issuable shallIn the event a holder of Series B Preferred Stock fails to deliver shares of Series B Preferred Stock after the Company's delivery of the Notice of Conversion, when issued, be duly and validly issued, fully paid, and free and clear such shares of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which Series B Preferred Stock shall be immediately delivered deemed to have been converted into Common Stock at the Conversion Price on the Conversion Date and shall be issued and held by the Company upon each such issuance)until the appropriate certificates for Series B Preferred Stock are presented for cancellation with executed stock powers and signatures guaranteed. The Company shall not take any action that would cause certificates representing the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion Series B Preferred Stock shall be rounded down to cancelled, as reflected in the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis records of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization issuance of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedStock.
Appears in 2 contracts
Sources: Purchase Agreement (Commodore Holdings LTD), Stock Purchase Agreement (Commodore Holdings LTD)
Conversion Procedure. (a) To convert a Security, a Holder must (i) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion pursuant Agent, (ii) surrender the Security to Section 5A a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent and (iv) pay any transfer or similar tax, if required. Such notice is hereinafter referred to as a “Notice of Conversion.” A Security shall be automatic, without the need for any further action on behalf deemed to have been converted as of the holders close of Convertible Preference Shares, and regardless business on the date (the “Conversion Date”) on which the Holder has complied with the immediately preceding sentence of whether the certificates representing such shares this clause (if anya) are surrendered of Section 14.02. Anything herein to the Company or its transfer agentcontrary notwithstanding, in the case of Global Securities, a Notice of Conversion shall be delivered and such Securities shall be surrendered for conversion in accordance with the rules and procedures of DTC as in effect from time to time.
(iib) Each Convertible Preference Share The Company will, as soon as practicable after the Conversion Date, issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be convertible into one entitled. The Person or Persons entitled to receive such Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) Stock upon such conversion shall be appropriately adjusted treated for all purposes as the record holder or holders of such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effectedStock, the rights as of the holder close of business on the applicable Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) Company shall cease and such converted Convertible Preference Shares be closed shall cease be effective to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security. Except as otherwise provided in Section 14.06, no payment or adjustment will be made for dividends or distributions on shares of Common Shares.
(iv) As soon as possible after Stock issued upon conversion of a Security. All Securities or portions thereof surrendered for conversion has been effected (but in during the period from the close of business on the Record Date for any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver Interest Payment Date to the converting holder:
close of business on the Business Day next preceding the following Interest Payment Date shall (a) a notice stating that the Convertible Preference Shares unless such Securities or portion thereof being converted shall have been converted and called for redemption on a Redemption Date which occurs during the period from the close of business on such Record Date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the Principal Amount being converted; provided, however, that any certificates evidencing Convertible Preference Shares must no such payment need be surrendered made if there shall exist at the office time of conversion a default in the Company;
(b) a certificate or certificates representing payment of interest on the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; andSecurities.
(c) payment in cash of If a Holder converts more than one Security at the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharesame time, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance). The Company shall not take any action that would cause the number aggregate Principal Amount of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference SharesSecurities converted.
(viiid) No fractional shares Upon surrender of a Security that is converted in part, the Company shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security equal in principal amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSecurity surrendered.
(ixe) If there occurs the last day on which Security may be converted is not a change Business Day in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya place where a Conversion Agent is located, the Company shall, at Securities may be surrendered to that Conversion Agent on the converting holder’s option, upon next succeeding Business Day.
(f) Holders that have already delivered a Fundamental Change Repurchase Notice with respect to a Security may not surrender of such Security for conversion until the Convertible Preference Shares to be converted by such holder as provided herein together Fundamental Change Repurchase Notice has been withdrawn in accordance with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered procedures set forth in such name or names and in such denomination or denominations as such holder has specifiedSection 12.09.
Appears in 2 contracts
Sources: Indenture (Oscient Pharmaceuticals Corp), Indenture (Guardian II Acquisition CORP)
Conversion Procedure. All Holders shall be sent written notice of the Mandatory Conversion Date and the place designated for the Mandatory Conversion, not less than ten (i10) Conversion days prior to the anticipated date and time thereof. Upon receipt of such notice, each Holder shall surrender his, her or its certificate or certificates for all such shares of Preferred Stock (or, if such Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice, to be held by the Corporation. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered Holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Section 5A shall be automatic5(a) hereof, without including the need for any further action on behalf of the holders of Convertible Preference Sharesrights, and regardless of whether the certificates representing such shares (if any) are surrendered , to the Company or its transfer agent.
receive notices and vote (ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that than as a holder of Convertible Preference Shares shall receive upon conversion Common Stock), will terminate on the same number Mandatory Conversion Date (notwithstanding the failure of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately any of the Holders to surrender the certificates at or prior to the such event.
(iii) At the time any such conversion has been effecteddate), except only the rights of the holder Holders, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the Convertible Preference Shares converted (as a holder items provided for in the next sentence of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) this Section 5(b). As soon as possible practicable after a conversion has been effected the Mandatory Conversion Date and the surrender of the certificate or certificates (but in any event within five (5or lost certificate affidavit and agreement) Business Days following such conversion) for the Company Preferred Stock, the Corporation shall amend its register of members to effect the conversion issue and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) such Holder, or to his, her or its nominees, a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon on such conversion in accordance with the conversion provisions hereof. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paidsuch series, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall Corporation may thereafter take all such actions appropriate action (without the need for stockholder action) as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which reduce the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsPreferred Stock accordingly.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Phototron Holdings, Inc.)
Conversion Procedure. To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share10.03. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or names persons entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of accrued Contingent Additional Principal attributable to the Company period from the Issue Date of the Security through the Conversion Date and (except as provided below) accrued Contingent Cash Interest with respect to the converted Security shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for Contingent Additional Principal accrued through the Conversion Date and accrued Contingent Cash Interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total Principal Amount at Maturity of the Company as permitted herein and if Securities converted. If the Common Shares resulting from conversion last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Security that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedSecurity surrendered.
Appears in 2 contracts
Sources: Indenture (Omnicom Capital Inc), Indenture (Omnicom Group Inc)
Conversion Procedure. To convert a Note, a Holder must satisfy the requirements in Section 12 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share5.03 hereof. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such Person's rights as a Holder shall cease; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders stockholder of record of such shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Common Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register stockholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference SharePROVIDED FURTHER, the Company shall take all such actions as are necessary in order to ensure HOWEVER, that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, fully paidas if the stock transfer books of the Company had not been closed. No payment or other adjustment for accrued interest or dividends on any Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after any Record Date for the payment of an installment of interest but before the next Interest Payment Date, and free and clear interest for such notes will be paid on the next Interest Payment Date, notwithstanding such conversion, to the Holders of all taxessuch Notes. Any Notes that are, lienshowever, charges and encumbrances delivered to the Company for conversion after any Record Date but before the next Interest Payment Date must, except those created as described in the next sentence, be accompanied by a payment equal to the holder thereof.
(vi) interest payable on such Interest Payment Date on the principal amount of convertible notes being converted. The payment to the Company described in the preceding sentence shall not close its books against be required if, during that period between a Record Date and the transfer of Convertible Preference Shares next Interest Payment Date, a conversion occurs on or Common Shares resulting from conversion of Convertible Preference Shares in any manner after the date that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist has issued a redemption notice and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or the date of redemption stated in connection with any conversion of Convertible Preference Shares hereunder (includingsuch notice. No fractional shares will be issued upon conversion, without limitation, making any filings required to but a cash adjustment will be made by for any fractional shares. If a holder converts more than one Note at the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharessame time, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of whole shares of Common Shares Stock issuable upon the conversion shall be based on the total principal amount of all outstanding Convertible Preference SharesNotes converted. All Common Shares which are so issuable shallUpon surrender of a Note that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the Trustee shall authenticate for the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down a new Note equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Indenture (Peregrine Systems Inc), Indenture (Peregrine Systems Inc)
Conversion Procedure. (a) To effectuate the conversion of a Note into Common Shares, a Holder must satisfy the requirements of the Note and (i) surrender the Note to the Conversion Agent, (ii) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iii) pay any transfer or other tax, if required by Section 13.04 (“Taxes on Conversion”) hereof, and (iv) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to Section 5A shall be automatic, without the need for any further action Depositary’s book-entry conversion programs. The date on behalf which the Holder satisfies all of the holders of Convertible Preference Sharesforegoing requirements is the “Conversion Date”. As soon as practicable, and regardless of whether but in no event more than three (3) Business Days after the certificates representing such shares (if any) are surrendered Conversion Date, the Company shall deliver to the Company or its transfer agentHolder through the Conversion Agent a book-entry notation, representing ownership of Common Shares in the Company’s register of members, of the number of whole Common Shares issued upon the conversion.
(iib) Each Convertible Preference Share The Person in whose name the certificate is registered shall be convertible into one Common Share. If deemed to be a shareholder of record on the Convertible Preference Shares undergo Conversion Date; provided, however, that no surrender of a Note on any share split, share consolidation or other similar recapitalization, then date when the provisions register of this Section 5B(ii) members of the Company shall be appropriately adjusted such that a holder of Convertible Preference Shares closed shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior be effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the Common Shares are to be registered upon such conversion shall thereby become as the record holder or holders of record of such Common Shares.
(iv) As soon Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Common Shares as possible after a conversion has been effected (but in any event within five (5) Business Days following the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; andis open.
(c) No payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates or adjustment will be made for accrued interest, if any, on a converted Note or for dividends or distributions on Common Shares issued upon conversion of Convertible Preference Shares a Note, but if any Conversion Effective Date falls between the Record Date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date shall be made without charge paid to the holders Holder of such Convertible Preference Shares Note on such Record Date. In such event, such Note, when surrendered for any issuance or stamp tax conversion, must be accompanied by payment to the Conversion Agent in respect thereof or other cost incurred by an amount equal to the Company in connection with interest payable on such conversion Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted into Common Shares; provided, however, that no such payment shall be required if such Note is surrendered for conversion on the Interest Payment Date. Upon conversion If the Company defaults in the payment of each Convertible Preference Shareinterest payable on the Interest Payment Date, the Company shall take all repay such actions as are necessary in order funds to ensure that the Common Shares resulting from such conversion Holder. The Conversion Rate and the Conversion Price shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created calculated by the holder thereofCompany and communicated to the Trustee and Conversion Agent in the form of an Officers’ Certificate.
(vid) The Company shall not close its books against If more than one Note of a Holder is converted at the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with same time, the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance). The Company shall not take any action that would cause the number aggregate principal amount of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference SharesNotes converted.
(viiie) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down Subject to the nearest whole share. The number provisions of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s optionSection 13.01(c), upon surrender of a Note that is converted in part, the Convertible Preference Shares to be converted by such holder as provided herein together with any noticeCompany shall execute, statement or payment required to effect such conversion or exchange and the Trustee shall, upon receipt of Common Sharesan Authentication Order, authenticate and deliver to such holder or as otherwise specified by such holder the Holder a certificate or certificates representing new Note equal in principal amount to the shares or securities into which unconverted portion of the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedNote surrendered.
Appears in 2 contracts
Sources: Indenture (OFFSHORE GROUP INVESTMENT LTD), Indenture (Vantage Drilling Netherlands B.V.)
Conversion Procedure. To convert a Convertible Note, a Holder must satisfy the requirements in paragraph 8 of the Global Security. The first Business Day on which the Holder satisfies all those requirements is the conversion date (i) the “Conversion Date”). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full Common Shares deliverable upon the conversion or exchange and cash in lieu of any fractional share determined pursuant to Section 4.1(d); provided that, in case of a Principal Value Conversion pursuant to Section 5A 4.1(b)(i), the Company shall deliver such Common Shares or cash pursuant to Section 4.1(d) not later than three Business Days following the Conversion Date. The person in whose name the certificate is registered shall be automatictreated as a shareholder of record on and after the next Business Day following the Conversion Date. Upon conversion of a Convertible Note, without such person shall no longer be a Holder of such Convertible Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Shares except as provided in this Article IV. If any Holder elects to convert Convertible Notes (in whole or in part) during the need period from the close of business on any Regular Record Date for any further action the payment of an installment of interest to the opening of business on behalf of the holders of Convertible Preference Sharesnext succeeding Interest Payment Date, and regardless of whether then the certificates representing such shares (if any) are surrendered Holder shall deliver to the Conversion Agent payment in funds acceptable to the Company or its transfer agent.
(ii) Each of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Convertible Preference Share Notes then being converted, and such interest installment shall be convertible into one Common Share. If payable to such registered Holder notwithstanding the conversion of the Convertible Preference Shares undergo any share splitNotes, share consolidation or other similar recapitalization, then subject to the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such event.
(iii) At the time any such conversion has been effectedInterest Payment Date, the rights Company shall promptly repay such funds to such Holder. Nothing in this Section 4.1 shall affect the right of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons Holder in whose name or names Common Shares are any Convertible Note is registered at the close of business on a Regular Record Date to be registered upon receive the interest payable on such conversion shall thereby become Convertible Note on the holder or holders related Interest Payment Date in accordance with the terms of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion this Indenture and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Notes. If the Holder converts more than one Convertible Preference Shares must be surrendered Note at the office of the Company;
(b) a certificate or certificates representing same time, the number of Common Shares issuable by reason of such deliverable upon the conversion in such name or names and such denomination or denominations as shall be based on the converting holder has specified; and
(c) payment in cash total principal amount of the amount payable under Section Error! Reference source Convertible Notes converted. If the last day on which a Convertible Note may be converted is not founda Business Day, the Convertible Note may be converted on the next succeeding day that is a Business Day. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of If a Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax Note is converted in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharepart, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, execute and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Holder, a new Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result Note in any fractional share, the Company shall, an authorized denomination equal in lieu of such fractional share, pay the holder thereof an principal amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares Note. A Convertible Note in respect of which a Holder has delivered a Purchase Notice pursuant to Section 3.3 or a Change in Control Purchase Notice pursuant to Section 3.4 exercising the option of such Holder to require the Company to purchase such Convertible Note may be converted only if such Purchase Notice or Change in Control Purchase Notice is withdrawn by such holder as provided herein together a written notice of withdrawal complying in all respects with any notice, statement or payment required to effect such conversion or exchange each of Common Shares, deliver the provisions of this Indenture relating to such holder notice and delivered to the Paying Agent prior to the close of business on the Business Day preceding the Purchase Date or Change in Control Purchase Date, as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedcase may be.
Appears in 2 contracts
Sources: Second Supplemental Trust Indenture (Capital Automotive Reit), Second Supplemental Trust Indenture (Capital Automotive Reit)
Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(iia) Each Convertible Preference Share Security shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;Conversion Agent.
(b) In order to exercise the conversion right with respect to any interest in Global Securities, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay any transfer taxes if required pursuant to Section 6.08. In order to exercise the conversion right with respect to any Physical Securities, the Holder of any such Securities to be converted, in whole or in part, shall:
(i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the conversion notice;
(ii) deliver the Conversion Notice, which is irrevocable, and the Security to a Conversion Agent;
(iii) if required, furnish appropriate endorsements and transfer documents; and
(iv) if required, pay any transfer taxes, duties or similar taxes payable by such Holder. The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.”
(c) As soon as practicable, but in any event (i) in the case of a voluntary conversion by a Holder, within three Business Days of the relevant Conversion Date and (ii) in the case of a Mandatory Conversion at the Company’s election pursuant to Section 6.09, on the Mandatory Conversion Date specified in the Company Conversion Notice, the Company shall issue and shall deliver to the Holder at the office of the Conversion Agent, a certificate or certificates representing for the number of full shares of Common Shares Stock issuable by reason in respect of such conversion in such name or names and such accordance with the provisions of this Article 6. In case any Securities of a denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares greater than $1,000 shall be made without charge to the holders of such Convertible Preference Shares surrendered for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharepartial conversion, the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder of the Securities so surrendered, without charge to such actions Holder, new Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities. Each conversion shall be deemed to have been effected as are necessary to any Securities (or portion thereof) converted in order a voluntary conversion by a Holder immediately prior to ensure the Close of Business on the date on which the requirements set forth above in Section 6.02(b) have been satisfied as to such Securities (or portion thereof), or immediately prior to the Close of Business on the Mandatory Conversion Date for conversions pursuant to Section 6.09; provided, however, that the person in whose name any certificate or certificates for shares of Common Shares resulting from Stock shall be issuable upon such conversion shall be duly and validly issueddeemed to have become as of the relevant Conversion Date or the Mandatory Conversion Date, fully paidas the case may be, and free and clear the Holder of record of the shares of Common Stock represented thereby; provided further, that in case of any such surrender on any date when the share transfer books of the Company shall be closed, the person or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become the record Holder thereof for all taxespurposes on the next day on which such share transfer books are open, liens, charges and encumbrances except those created by but such conversion shall be at the holder thereofConversion Rate in effect on the date upon which such Securities shall be surrendered.
(vid) The Company shall not close its books against Upon the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares an interest in any manner that interferes with Global Securities, the timely conversion of Convertible Preference SharesTrustee (or other Conversion Agent appointed by the Company) shall make a notation on such Global Securities as to the reduction in the principal amount represented thereby. The Company shall assist and cooperate with notify the Trustee in writing of any holder conversions of Convertible Preference Shares required to make Securities effected through any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by Conversion Agent other than the Company)Trustee.
(viie) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of Each share certificate representing shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so Stock issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares the Securities that are Restricted Securities shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined bear appropriate legends regarding restrictions on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu transfer of such fractional share, pay the holder thereof an amount Common Stock comparable to those set forth in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSection 2.02.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Indenture (Evergreen Solar Inc), Indenture (Evergreen Solar Inc)
Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automaticTo convert a Debenture into Common Stock, without a Holder must satisfy the need for any further action on behalf requirements in paragraph 8 of the holders of Convertible Preference Shares, and regardless of whether Debentures. The date on which the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect Holder satisfies all those requirements is the conversion and shall thereafter deliver to date (the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance"Conversion Date"). The Company shall not take deliver to the Holder as soon as practicable and in any action that would cause event no later than the seventh Business Day following the Conversion Date, through the Conversion Agent, a certificate for the number of authorized but unissued full shares of Common Shares Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 1503. The Person in whose name the certificate is registered shall be less than treated as a shareholder of record on and after the number Conversion Date; provided, however, that no surrender of a Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, that such conversion shall be rounded down at the Conversion Rate in effect on the date that such Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Debenture, such Person shall no longer be a Holder of such Debenture. Holders may surrender a Debenture for conversion by means of book- entry delivery in accordance with paragraph 8 of the Debentures and the regulations of the applicable book-entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article Fifteen. On conversion of a Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) attributable to the nearest whole share. The number period from the Issue Date (or, if the Company has exercised the option provided for in Section 1601, the later of shares resulting from (x) the date of such conversion exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Debenture shall not be cancelled, extinguished or forfeited, but rather shall be determined on deemed to be paid in full to the basis Holder thereof through delivery of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in Stock (together with any fractional share, the Company shall, cash payment in lieu of such fractional shareshares of Common Stock) in exchange for the Debenture being converted pursuant to the terms hereof, pay the holder thereof an amount in cash equal to and the fair market value of such Common Stock (together with any cash payment in lieu of fractional share shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for the Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Debenture being converted pursuant to the provisions hereof. If the Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be computed based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total Principal Amount at Maturity of the Company as permitted herein and if the Common Shares resulting from conversion Debentures converted. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Debenture that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new Debenture in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to Debenture surrendered. If the last day on which a Debenture may be converted by such holder as provided herein together with any noticeis a Legal Holiday in a place where the Conversion Agent is located, statement or payment required to effect such conversion or exchange of Common Shares, deliver the Debenture may be surrendered to such holder or as otherwise specified by such holder Conversion Agent on the next succeeding day that is not a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedLegal Holiday.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Pride International Inc), Third Supplemental Indenture (Pride International Inc)
Conversion Procedure. (ia) To convert a Note, the Holder thereof must (1) complete and sign the "Form of Election to Convert" thereon (unless such Holder is The Depository Trust Company ("DTC") or its nominee, in which case the customary procedures of DTC will apply), (2) surrender such Note to the Conversion pursuant to Agent, (3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Conversion Agent and (4) pay any transfer or similar tax if required by Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares 1206. The Conversion Agent (if any) are surrendered to other than the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(iiCompany) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
promptly (iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5two business days) Business Days following notify the Company of each such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver . The Company's delivery to the converting holder:
(a) Holder of a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such fixed number of shares of Common Shares Stock (and any cash in lieu of fractional shares of Common Stock into which such Note is converted) shall be deemed to satisfy the Company's obligation to pay the principal amount of such Note and, except as provided in the next sentence, all accrued interest on such Note. If such Note (including a Note which has been called for redemption and even if a Change of Control Offer has been made) is converted after a Regular Record Date and prior to the related Interest Payment Date, the full interest installment on such Note scheduled to be paid on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of record at the close of business on such record date.
(b) As promptly as practicable after the surrender of a Note in compliance with this Section 1202, the Company shall issue and deliver at the office or agency of the Note Registrar or the Conversion Agent to such Holder, or on such Holder's written order, a certificate or certificates for the full number of whole shares of Common Stock issuable upon the conversion of all outstanding Convertible Preference Sharessuch Note in accordance with the provisions of this Article Twelve and a check or cash with respect to any fractional share of Common Stock arising upon such conversion as provided in Section 1203. All Common Shares which are so issuable shallIn case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, when issuedthen, be duly and validly issuedsubject to Article Two, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to such actions as may be necessary Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to ensure that all Common Shares may be so issued without violation the unconverted portion of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharessurrendered Note.
(viiic) No fractional shares Each conversion shall result from be deemed to have been effected on the conversion of any Convertible Preference Sharesdate on which such Note shall have been surrendered in compliance with this Section 1202, and the number Person in whose name any certificate or certificates for shares of Common Shares resulting from Stock shall be issuable upon such conversion shall be rounded down deemed to have become on said date the nearest whole share. The number holder of record of the shares resulting from of Common Stock represented thereby for all purposes; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive such shares upon such conversion as the record holder or holders of such shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open and, in any such case, such conversion shall be determined at the Conversion Price in effect on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares date on which will result from such aggregate conversionNote shall have been surrendered. If the conversion would result in any fractional sharelast day on which a Note may be converted is not a Business Day, the Company shall, in lieu Note may be surrendered to that Conversion Agent on the next succeeding Business Day. Provisions of this Indenture that apply to conversion of all of a Note also apply to conversion of a portion of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Indenture (Iat Multimedia Inc), Indenture (Iat Multimedia Inc)
Conversion Procedure. To convert a Note (ior portion thereof) into shares of Common Stock on any date (the “Conversion pursuant Date”), a Holder must (a) complete and manually sign the conversion notice on the back of the Note and transmit by facsimile (or otherwise deliver) such notice to Section 5A a Conversion Agent and the Conversion Agent shall have received such notice, on or prior to 5:00 p.m., New York City time, on such date, (b) surrender the Notes to be converted to the Conversion Agent as soon as practicable on or following such date (or an indemnification undertaking with respect to any such Notes in the case of its loss, theft or destruction), (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. As soon as practicable after the Conversion Date, but in no event later than three Trading Days following delivery of a Conversion Notice (the “Share Delivery Due Date”) the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock (or Conversion Securities, if applicable) issuable upon the conversion and shall, (x) provided the Company’s transfer agent is participating in The DTC’s Fast Automated Securities Transfer Program, cause its transfer agent to credit such aggregate number of shares of Common Stock to which each such Holder shall be automaticentitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (y) if such transfer agent is not participating in DTC’s Fast Automated Securities Transfer Program, without execute, and shall deliver, to the need for any further action on behalf address as specified in the Conversion Notice, a certificate, registered in the name of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company converting holder or its transfer agent.
(ii) Each Convertible Preference Share designee, for the number of shares of Common Stock to which such holder shall be convertible into one Common Shareentitled. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names entitled to receive such Common Shares are to be registered Stock upon such conversion shall thereby become be treated for all purposes as the holder or holders of record of such Common Shares.
(iv) As soon Stock, as possible after of the close of business on the applicable Conversion Date; provided, however, that no surrender of a conversion has been effected (but in Note on any event within five (5) Business Days following such conversion) date when the stock transfer books of the Company shall amend its register of members be closed shall be effective to effect constitute the conversion and shall thereafter deliver Person or Persons entitled to receive the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number shares of Common Shares issuable by reason of Stock upon such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the or holders of such Convertible Preference Shares shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the holder or holders thereof for any issuance or stamp tax all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Price in respect thereof or other cost incurred by effect on the Conversion Date as if the stock transfer books of the Company in connection with such conversion into Common Shareshad not been closed. Upon conversion in full of each Convertible Preference Sharea Note, such Person shall no longer be a Holder of such Note. Upon surrender of a Note that is converted in part, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paidexecute, and free the Trustee shall authenticate and clear deliver to the Holder, a new Note equal in Principal Amount to the unconverted portion of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) Note surrendered. The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with effect any conversion of Convertible Preference Shares hereunder (includinga Note, without limitationand no Holder shall have the right to convert any portion of such Note, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesextent that after giving effect to such conversion, such Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All a Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which are so would be issuable shallupon (A) conversion of the remaining, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation nonconverted portion of any applicable law or governmental regulation Note beneficially owned by such Holder or any requirements of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any domestic other securities exchange upon which of the Common Shares may be listed (except Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for official notice purposes of issuance which this Section, beneficial ownership shall be immediately delivered calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 4.02, in determining the number of outstanding shares of Common Stock, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent annual, quarterly or current report on Form 10-KSB, 10-QSB or Form 8-K, respectively, as the case may be; (y) a more recent public announcement by the Company upon each such issuance). The or (z) any other notice by the Company shall not take any action that would cause setting forth the number of authorized but unissued shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in writing to be less than such Holder the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of Common Stock then outstanding. In any Convertible Preference Sharescase, and the number of outstanding shares of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion Stock shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If after giving effect to the conversion would result in any fractional share, the Company shall, in lieu or exercise of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, including any Note, by such Holder or its affiliates since the Company shalldate as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, at any Holder may increase or decrease the converting holder’s optionConversion Limitation to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, upon surrender and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder of Notes. Notwithstanding the foregoing, the Conversion Limitation shall not be applicable (i) on any of the Convertible Preference Shares ten Trading Days up to be converted by and including the Stated Maturity, or (ii) on any of the ten Trading Days up to and including the effective date of such holder as provided herein together with any notice, statement Change of Control or payment required to effect such conversion or exchange (iii) during the period between the date that the Change of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing Control notice is sent and the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedChange of Control Redemption Date.
Appears in 2 contracts
Sources: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, Inc.)
Conversion Procedure. A Holder must do each of the following in order to convert shares of Series A Preferred Stock:
(i) in the case of a conversion pursuant to Section 6(a), complete and execute the conversion notice provided by the Conversion Agent (the “Conversion Notice”), and deliver such notice to the Conversion Agent; provided, however that a Conversion Notice may be conditional on the completion of a Change of Control or other corporate transaction;
(ii) surrender to the Conversion Agent the certificate or certificates (if any) representing the shares of Series A Preferred Stock to be converted (or, if such Holder alleges that such certificate or certificates have been lost, stolen or destroyed, a lost certificate or certificates affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate or certificates);
(iii) if required, furnish appropriate endorsements and transfer documents in a form reasonably acceptable to the Company; and
(iv) if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 18. The foregoing clauses (ii), (iii) and (iv) shall be conditions to the issuance of shares of Common Stock to the Holders in the event of a Mandatory Conversion pursuant to Section 5A 7 or a conversion pursuant to Section 9(c) (but, for the avoidance of doubt, not to the Mandatory Conversion of the shares of Series A Preferred Stock on the Mandatory Conversion Date, which such Mandatory Conversion shall be automaticdeemed to occur automatically on the Conversion Date, without nor to the need for any further action on behalf conversion of the holders shares of Convertible Preference SharesSeries A Preferred Stock pursuant to Section 9(c), and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon which such conversion shall thereby become be deemed to occur automatically on the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within date that is five (5) Business Days following such conversion) after the Company shall amend its register Test Date). The Holder may, in respect of members a Mandatory Conversion or a conversion pursuant to effect the conversion and shall thereafter Section 9(c), deliver a notice to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office Conversion Agent specifying, in respect of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of deliverable shares of Common Shares issuable upon Stock, a delivery method of either book-entry basis, through the conversion facilities of all outstanding Convertible Preference SharesThe Depositary Trust Company (if eligible) or certificated form. All Common Shares which are so issuable shallIf no such notice is delivered, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which Holder shall be immediately delivered deemed to have chosen delivery by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesbook-entry.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)
Conversion Procedure. (ia) To convert a Security, a Holder must (1) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (4) pay all transfer or similar taxes, if required pursuant to Section 5A shall be automatic4.04. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” Upon the conversion of a Security, without the need for any further action on behalf Company will pay the cash and deliver the shares of the holders of Convertible Preference SharesCommon Stock, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company Trustee (or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At Conversion Agent, if the time any such conversion has been effected, Conversion Agent is other than the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common SharesTrustee), as applicable, as promptly as practicable after the later of the Conversion Date and the Person or Persons date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the later of those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time.
(b) The person in whose name or names the shares of Common Shares Stock are issuable upon conversion shall be deemed to be registered upon such conversion shall thereby become the a holder or holders of record of such Common Shares.
(iv) As soon as possible after Stock on the Conversion Date; provided, however, that no surrender of a conversion has been effected (but in Security on any event within five (5) Business Days following such conversion) Conversion Date when the stock transfer books of the Company shall amend its register be closed shall be effective to constitute the person or persons entitled to receive the shares of members Common Stock upon conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion and of a Security, such person shall thereafter deliver no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Security prior to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason issuance of such conversion in such name or names and such denomination or denominations as the converting holder has specified; andshares.
(c) Holders of Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Securities for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date, unless (1) such Securities have been surrendered for conversion following the Regular Record Date immediately preceding the final interest payment in cash date (April 15, 2013), (2) the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day following the corresponding Interest Payment Date, or (3) to the extent of overdue interest, if any, which exists at the time of the amount payable under Section Error! Reference source not found. below Conversion with respect to such conversionSecurity, such Securities shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date. Except as otherwise provided in this Section 4.02(c), no payment or adjustment will be made for accrued interest on a converted Security.
(vd) The issuance Subject to Section 4.02(c), nothing in this Section shall affect the right of certificates for Common Shares upon conversion a Holder in whose name any Security is registered at the close of Convertible Preference Shares shall be made without charge business on a Regular Record Date to receive the holders interest payable on such Security on the related Interest Payment Date in accordance with the terms of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharethis Indenture, the Company shall take all such actions as are necessary in order to ensure that Securities and the Common Shares resulting from such conversion shall be duly and validly issuedRegistration Rights Agreement. If a Holder converts more than one Security at the same time, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion conversion, if any, (and the amount of any cash in lieu of fractional shares pursuant to Section 4.03) shall be based on the aggregate principal amount of all outstanding Convertible Preference Shares. All Common Shares which are Securities so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesconverted.
(viiie) No fractional shares shall result from In the conversion case of any Convertible Preference SharesSecurity which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to, and in exchange for, the number unconverted portion of Common Shares resulting from the principal amount of such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value $1,000 or any integral multiple of such fractional share on the date of conversion, as determined $1,000 in good faith by the Board of Directorsexcess thereof.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Indenture (Bowater Inc), Indenture (AbitibiBowater Inc.)
Conversion Procedure. (i) To convert a 2037 Note, a Holder must satisfy the requirements set forth under the caption “Conversion” in the 2037 Note. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Company shall deliver the Conversion Proceeds to the Holder through a Conversion Agent on the third Trading Day following the final VWAP Trading Day of the Conversion Period. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2037 Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The Person in whose name any Ordinary Shares are registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a 2037 Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive Ordinary Shares upon such conversion as the record holder or holders of such Ordinary Shares on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such Ordinary Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the date that such 2037 Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a 2037 Note, such Person shall no longer be a Holder of such 2037 Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Ordinary Shares except as provided in this Article Eleven. On conversion of a 2037 Note, accrued interest with respect to the converted 2037 Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Conversion Proceeds in exchange for the 2037 Note being converted pursuant to Section 5A the provisions hereof. Upon surrender of a 2037 Note that is converted in part, the Company shall be automaticexecute, without and the need for any further action on behalf Trustee shall authenticate and deliver to the Holder, a new 2037 Note equal in Principal Amount to the Principal Amount of the holders unconverted portion of Convertible Preference Shares, the 2037 Note surrendered. 2037 Notes or portions thereof surrendered for conversion after the close of business on any Regular Record Date immediately preceding any Interest Payment Date and regardless prior to the opening of whether the certificates representing business on such shares Interest Payment Date shall (if anyunless such 2037 Notes or portions thereof have been called for redemption on a Redemption Date within such period) are surrendered be accompanied by payment to the Company or its transfer agent.
(ii) Each Convertible Preference Share order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the Principal Amount of 2037 Notes or portions thereof being surrendered for conversion, and such interest payable on such Interest Payment Date shall be convertible into one Common Share. If payable to the Convertible Preference Shares undergo any share splitregistered Holder notwithstanding the conversion of such 2037 Note; provided, share consolidation however, that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date following a Fundamental Change that is after the Regular Record Date and on or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
next succeeding Interest Payment Date, (iii2) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver only to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that extent of overdue interest, if any certificates evidencing Convertible Preference Shares must be surrendered overdue interest exists at the office date of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
a 2037 Note, (v3) The issuance if the 2037 Note is surrendered for conversion after the Regular Record Date immediately preceding the Stated Maturity of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance 2037 Note, or stamp tax in respect thereof or other cost incurred by (4) if the Company 2037 Note is surrendered in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, a call for redemption with a Redemption Date that is after the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly Regular Record Date and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares on or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to the next succeeding Interest Payment Date. No other payments or in connection adjustments for interest, or any dividends with respect to any conversion of Convertible Preference Shares hereunder (includingOrdinary Shares, without limitation, making any filings required to will be made by the Company)upon conversion.
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Transocean Inc), Supplemental Indenture (Transocean Inc)
Conversion Procedure. (i1) Conversion pursuant to Section 5A Except as otherwise expressly provided herein, each conversion of Class A Senior Convertible Preferred Stock shall be automatic, without the need for any further action on behalf deemed to have been effected as of the holders close of business on the date on which such Class A Senior Convertible Preference Shares, and regardless Preferred Stock have been surrendered for conversion at the principal office of whether the certificates representing Company. At such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any as such conversion has been effected, the rights of the holder of such Class A Senior Convertible Preferred Stock as such holder to the Convertible Preference Shares converted (as a holder extent of such converted Convertible Preference Shares) the conversion shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicablecease, and the Person or Persons in whose name or names Common any Conversion Shares are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common Sharesthe Conversion Shares represented thereby.
(iv2) As soon as possible after a conversion has been effected (but in any event within five business days in the case of clause (5A) Business Days following such conversion) below), the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holdershall:
(aA) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of register on the Company;
(b) a certificate or certificates representing ’s stock register the number of Common Conversion Shares (excluding any fractional Conversion Share) issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and;
(cB) deliver to the converting holder payment in cash of the amount payable under Section Error! Reference source 5(b)(3) below; and
(C) register on the Company’s stock register shares of new Class A Senior Convertible Preferred Stock representing any portion of the Stated Capital and accrued and unpaid Preferred Return thereon which was represented by the Class A Senior Convertible Preferred Stock surrendered to the Company in connection with such conversion but which was not found. below with respect converted (other than pursuant to such conversionSection 5(b)(3) below).
(v3) If any fractional Conversion Share would, except for the provisions hereof, be deliverable upon conversion of such Class A Senior Convertible Preferred Stock, the Company, in lieu of delivering such fractional Conversion Share, may pay an amount in cash equal to the Stated Capital of the portion of the Class A Senior Convertible Preferred Stock that would have been converted into such fractional Conversion Share.
(4) The issuance of certificates for Common Conversion Shares upon conversion of Class A Senior Convertible Preference Shares Preferred Stock shall be made without charge to the holders of such Convertible Preference Shares holder hereof for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common and the related issuance of Conversion Shares. Upon conversion of each Class A Senior Convertible Preference SharePreferred Stock, the Company shall take all such actions as are necessary in order to ensure insure that the Common Conversion Shares resulting from issuable with respect to such conversion shall be duly and validly issued, fully paid, paid and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofnonassessable.
(vi5) The Company shall not close its books against the transfer of Convertible Preference Conversion Shares issued or Common Shares resulting from issuable upon conversion of Class A Senior Convertible Preference Shares Preferred Stock in any manner that which interferes with the timely conversion of such Class A Senior Convertible Preference SharesPreferred Stock. The Company shall assist and cooperate with any holder of Class A Senior Convertible Preference Shares Preferred Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any the conversion of such Class A Senior Convertible Preference Shares hereunder Preferred Stock (including, without limitation, making any filings required to be made by the Company).
(vii6) The Company shall at all times reserve and keep available out of its authorized but unissued Common Conversion Shares, solely for the purpose of issuance upon the conversion of the Class A Senior Convertible Preference SharesPreferred Stock, such number of shares of Common Conversion Shares issuable upon the conversion of all outstanding shares of Class A Senior Convertible Preference SharesPreferred Stock. All Common Conversion Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company shall take all such actions as may be necessary to ensure assure that all Common such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Conversion Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Merger Agreement (Gogo Inc.)
Conversion Procedure. (a) To convert a Note (or any portion thereof) into Depositary Units (other than in respect of a Forced Conversion, the procedures for which are set forth below) on any date (the “Conversion Date”), a Holder must (i) complete and manually sign a Notice of Conversion pursuant to Section 5A shall be automatic, without in the need for any further action on behalf form attached hereto as Exhibit F (or a facsimile of the holders conversion notice) specifying the principal amount of Convertible Preference Sharessuch Note such Holder seeks to convert and deliver such notice (the “Notice of Conversion”) to a Conversion Agent, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If surrender the Convertible Preference Shares undergo any share splitNote to a Conversion Agent, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as furnish appropriate endorsements and transfer documents if required by a holder of such converted Convertible Preference Shares) shall cease Registrar or a Conversion Agent and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in pay any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver transfer or similar tax, if required. Anything herein to the converting holder:
(a) contrary notwithstanding, in the case of Global Notes, a notice stating that the Convertible Preference Shares have been converted Notice of Conversion shall be delivered and that any certificates evidencing Convertible Preference Shares must such Notes shall be surrendered at for conversion in accordance with the office rules and procedures of the Company;Depositary as in effect from time to time.
(b) If the last day on which Note may be converted is not a certificate or certificates representing Business Day in a place where a Conversion Agent is located, the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as Notes may be surrendered to that Conversion Agent on the converting holder has specified; andnext succeeding Business Day.
(c) payment Holders that have already delivered a Fundamental Change Repurchase Notice in cash respect of a Note may not surrender such Note for conversion until the amount payable under Section Error! Reference source not found. below Fundamental Change Repurchase Notice has been withdrawn in accordance with respect to such conversionthe procedures set forth in Article 13.
(vd) The issuance All Notes or portions thereof surrendered for conversion during the period from the close of certificates for Common Shares upon conversion business on a Record Date to the opening of Convertible Preference Shares business on the immediately following Interest Payment Date shall be made without charge accompanied by payment, in funds acceptable to the holders Company, of an amount equal to the interest otherwise payable on such Convertible Preference Shares for Interest Payment Date on the principal amount of the Notes being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the Notes. Notwithstanding the foregoing, upon any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharepursuant to this Article 12, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down pay to the nearest whole share. The number applicable Holder the amount of shares resulting from such conversion shall be determined accrued and unpaid interest and Additional Interest, if any, on the basis principal amount of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result Notes so converted in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directorsaccordance with Section 12.06.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. To convert a Security a Holder must satisfy the requirements set forth in the Securities. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A 13.03. The Person in whose name the certificate is registered shall be automatictreated as a stockholder of record on and after the Conversion Date; provided, without however, that no surrender of a Security on any date when the need for any further action on behalf stock transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such Person shall no longer be a Holder of such Security and such Security shall be cancelled and no longer Outstanding. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 13. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the Company later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total Principal Amount at Maturity of the Company as permitted herein and if Securities converted. If the Common Shares resulting from conversion last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Security that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedSecurity surrendered.
Appears in 1 contract
Sources: Indenture (Avon Products Inc)
Conversion Procedure. (a) To convert a Convertible Note (or any portion thereof) into shares of Common Stock on any date (the "Conversion Date"), a Convertible Holder must (i) complete and manually sign the conversion notice on the back of the Convertible Note (or a facsimile of the conversion notice) specifying the Principal Amount of such Convertible Note such Holder seeks to convert and deliver such notice and deliver such documentation (a "Notice of Conversion") to a Conversion pursuant Agent, (ii) surrender the Convertible Note to Section 5A a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent and (iv) pay any transfer or similar tax, if required. Anything herein to the contrary notwithstanding, in the case of a Convertible Global Note, a Notice of Conversion shall be automatic, without delivered and such Convertible Notes shall be surrendered for conversion in accordance with the need for any further action on behalf rules and procedures of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered DTC as in effect from time to the Company or its transfer agenttime.
(iib) Each The Company will, as soon as practicable after the Conversion Date, but in no event later than two (2) Trading Days following the delivery of a Notice of Conversion (the "Share Delivery Date") issue, or cause to be issued, and deliver to the Conversion Agent or to such convertible Holder, or such Convertible Preference Share Holder's nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Convertible Holder shall be convertible into one entitled. The Person or Persons entitled to receive such Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) Stock upon such conversion shall be appropriately adjusted treated for all purposes as the record holder or holders of such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effectedStock, the rights as of the holder close of business on the applicable Conversion Date; provided, however, that no surrender of a Convertible Note on any date when the stock transfer books of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) Company shall cease and such converted Convertible Preference Shares be closed shall cease be effective to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Convertible Note, such Person shall no longer be a Holder of such Convertible Note. Except as otherwise provided in Section 13.06, no payment or adjustment will be made for dividends or distributions on shares of Common SharesStock issued upon conversion of a Convertible Note. All Convertible Notes or portions thereof surrendered for conversion during the period from the close of business on the Record Date to the opening of business on the immediately following Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the Principal Amount being converted. All Convertible Notes or portions thereof surrendered for conversion during the period subsequent to the close of business on the Interest Payment Date to the opening of business on the Record Date preceding the next Interest Payment Date shall be accompanied by payment, in funds acceptable to the Company, of an amount equal to the accrued and unpaid interest and Liquidated Damages, if any, since such Interest Payment Date in respect of the Principal Amount being converted.
(ivc) As soon as possible Company's Failure to Timely Convert. If within three (3) Trading Days after the delivery by such Convertible Holder of a conversion has been effected (but in any event within five (5) Business Days following such conversion) Notice of Conversion the Company shall, or at the Company's request the Conversion Agent shall, fail to issue and deliver a certificate or certificates to such Holder, or such Holder's nominee or nominees or credit such Holder's nominee's account at the Initial Depository or Depositary, as applicable (a "Conversion Failure"), for the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion of any Convertible Notes, and if on or after such Trading Day such Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of Common Stock issuable upon such conversion that such Holder anticipated receiving from the Company (a "Buy-In"), then the Company shall, within three Trading Days after such Convertible Holder's request and in such Holder's discretion, either (i) pay cash to such Holder in an amount equal to such Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall amend terminate, or (ii) promptly honor its register of members obligation to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the such Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) Holder a certificate or certificates representing such Common Stock and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing bid price in respect of shares of Common Stock on the Conversion Date. Unless the cause of such Conversion Failure is entirely out of the control of the Company, during a Conversion Failure, additional interest shall accrue on the Convertible Notes subject to the applicable Notice of Conversion at a rate of 1.5% per day (such amount, the "Conversion Failure Liquidated Damages"). In the case of a Conversion Failure, each Holder as to which such Conversion Failure has occurred may, at its election, withdraw its Conversion Notice in whole but not in part, provided in such case that each Holder making such election shall, in respect of the Convertible Notes subject to such Conversion Notice, not be entitled to receive either the Buy-In Price or the Conversion Failure Liquidated Damages.
(d) If a Holder converts more than one Convertible Note at the same time, the number of shares of Common Shares Stock issuable by reason upon the conversion shall be based on the aggregate Principal Amount of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversionConvertible Notes converted.
(ve) The issuance conversion by the Convertible Holder following its receipt of certificates for Common Shares upon conversion of Convertible Preference Shares the Fundamental Change Company Notice during the Fundamental Change Conversion/Repurchase Period shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in a "Fundamental Change Conversion". In connection with such conversion into Common Shares. a Fundamental Change Conversion, the Convertible Holder shall be entitled to receive a Make-Whole Premium in accordance with Article XIV.
(f) Upon conversion surrender of each a Convertible Preference ShareNote that is converted in part, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paidexecute, and free the Trustee shall authenticate and clear deliver to the Convertible Holder, as soon as practicable but in no event later than three (3) Trading Days after receipt of all taxessuch Convertible Note, liens, charges and encumbrances except those created by a new Convertible Note equal in Principal Amount to the holder thereofunconverted portion of the Convertible Note surrendered.
(vig) If the last day on which Convertible Note may be converted is not a Trading Day in a place where a Conversion Agent is located, the Convertible Notes may be surrendered to that Conversion Agent on the next succeeding Trading Day.
(h) Convertible Holders that have already delivered a Fundamental Change Repurchase Notice in respect of a Convertible Note may not surrender such Convertible Note for conversion until the Fundamental Change Repurchase Notice has been withdrawn in accordance with the procedures set forth in Section 11.06.
(i) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with effect any conversion of a Convertible Preference Shares hereunder Note, including, without limitation a Forced Conversion pursuant to Section 13.01(b), and no Convertible Holder shall have the right to convert any portion of such Convertible Note, to the extent that after giving effect to such conversion (including any Make-Whole Premium), the Convertible Holder (together with the Convertible Holder's affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion (the "Conversion Limitation"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Convertible Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of a Convertible Note in respect of which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of any Convertible Note beneficially owned by the Convertible Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, making any filings required warrants) subject to be made a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Company).
(vii) The Company shall at all times reserve and keep available out Convertible Holder or any of its authorized but unissued affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 13.02(i), in determining the number of outstanding shares of Common SharesStock, solely for the purpose Convertible Holder may rely on the number of issuance upon outstanding shares of Common Stock as reflected in (x) the conversion of Convertible Preference SharesCompany's most recent Form 10-K, such 10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Shares issuable Stock outstanding. For any reason at any time, upon the conversion written or oral request of all outstanding the Convertible Preference Shares. All Common Shares which are so issuable shallHolder, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary within one Trading Day confirm orally and in writing to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause Convertible Holder the number of authorized but unissued shares of Common Shares to be less than Stock then outstanding. In any case, the number of such outstanding shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion Stock shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If after giving effect to the conversion would result in any fractional share, the Company shall, in lieu or exercise of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shallincluding any Convertible Note, at the converting holder’s option, upon surrender of by the Convertible Preference Shares to be converted by Holder or its affiliates since the date as of which such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange number of outstanding shares of Common SharesStock was reported. By written notice to the Company, deliver any Convertible Holder may increase or decrease the Conversion Limitation to such holder or as otherwise any other percentage not in excess of 9.99% specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or names decrease will apply only to the Convertible Holder sending such notice and in such denomination or denominations as such holder has specifiednot to any other Holder of Convertible Notes.
Appears in 1 contract
Conversion Procedure. (a) Upon conversion of any Debenture, subject to this Section 15.02 and Section 15.01 and Section 15.05, the Company shall satisfy the Conversion Obligation with respect to such Debenture by payment and delivery of cash and, if applicable, shares of Class A Common Stock, the aggregate value of which (the “Conversion Value”) shall be equal to the product of:
(i) (A) the aggregate principal amount of Debentures to be converted divided by 1,000 multiplied by (B) the then applicable Conversion Rate (plus Additional Shares, if any); and
(ii) the average of the daily Volume Weighted Average Price of Class A Common Stock for each of the ten consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the second Trading Day immediately following the day the Debentures are tendered for conversion (the “Ten Day Weighted Average Price”).
(b) The Company shall deliver the Conversion Value to converting holders as follows:
(i) an amount in cash (the “Principal Return”) equal to the lesser of (A) the Conversion Value of the Debentures to be converted and (B) the aggregate principal amount of the Debentures to be converted;
(ii) if the Conversion Value of the Debentures to be converted is greater than the Principal Return, an amount in whole shares of Class A Common Stock (the “Net Shares”), determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Share Amount”); and
(iii) an amount in cash, in lieu of any fractional shares of Class A Common Stock as set forth below. The number of Net Shares to be paid shall be determined by dividing the Net Share Amount by the Ten Day Weighted Average Price. Debentureholders will not receive fractional shares upon conversion of Debentures. In lieu of fractional shares, holders will receive cash for the value of the fractional shares, which cash payment shall be based on the Ten Day Weighted Average Price. The Conversion Value, Principal Return, number of Net Shares and Net Share Amount shall be determined by the Company at the end of the ten consecutive Trading Day period (the “Determination Date”) beginning on the second Trading Day immediately following the day the Debentures are tendered for conversion; provided that with respect to any Debentures surrendered for conversion pursuant to Section 5A 15.01(d) above, the Determination Date shall be automaticthe last Trading Day in the period on which the applicable Stock Price is determined (pursuant to the definition thereof) in connection with the determination of Additional Shares, without if any, to be added to the need for Conversion Rate.
(c) Before any further action on behalf holder of a Debenture shall be entitled to convert the same as set forth above, such holder shall (1) in the case of a Global Debenture, comply with the procedures of the holders of Convertible Preference SharesDepositary in effect at that time and furnish appropriate endorsement and transfer documents, and regardless (2) in the case of whether the certificates representing a Debenture issued in certificated form, surrender such shares (if any) are surrendered Debentures, duly endorsed to the Company or its in blank (and accompanied by appropriate endorsement and transfer agentdocuments), at the office of the Conversion Agent, and give irrevocable written notice to the Conversion Agent in the form on the reverse of such certificated Debenture (or a facsimile thereof) (a “Notice of Conversion”) at said office or place that such holder elects to convert the same and shall state in writing therein the principal amount of Debentures to be converted and the name or names (with addresses) in which such holder wishes the certificate or certificates for the Net Shares, if any, included upon settlement the Conversion Obligation, if any, to be registered. No Notice of Conversion with respect to any Debentures may be tendered by a holder thereof if such holder has also tendered a Repurchase Notice or Designated Event Repurchase Notice and not validly withdrawn such Repurchase Notice or Designated Event Repurchase Notice in accordance with Section 16.03. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such Debentures, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted thereby) so surrendered.
(d) A Debenture shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that is the later of: (i) the date the holder has complied with the requirements set forth in clause (c) above or (ii) the Determination Date. Payment of the cash and Net Shares, if any, in satisfaction of the Conversion Obligation shall be made by the Company promptly following the Determination Date, but in no event later than three Business Days thereafter (the “Conversion Settlement Date”) by paying in cash the Principal Return (together with any cash in lieu of fractional shares) to the holder of a Debenture surrendered for conversion, or such holder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Conversion Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Class A Common Stock equal to the Net Shares, if any, to which such holder shall be entitled as part of such Conversion Obligation.
(e) In case any Debenture shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the holder of the Debenture so surrendered, without charge to such holder, a new Debenture or Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debentures.
(f) If a holder submits a Debenture for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Class A Common Stock, if any, upon the conversion. However, the holder shall pay any such tax which is due because the holder requests any Net Shares to be issued in a name other than the holder’s name. The Trustee may refuse to deliver the certificates representing the shares of Class A Common Stock being issued in a name other than the holder’s name until the Trustee receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations.
(g) Except as provided in Section 15.03, no adjustment shall be made for dividends on any shares issued upon the conversion of any Debenture as provided in this Article.
(h) Upon the conversion of an interest in a Global Debenture, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Debentures effected through any Conversion Agent other than the Trustee.
(i) Debentureholders at the close of business on a record date will receive payment of interest payable on the corresponding interest payment date notwithstanding the conversion of such Debentures at any time after the close of business on such record date. Debentures surrendered for conversion during the period from the close of business on any record date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest that the holder is to receive on the Debentures; provided, however, that no such payment need be made (1) if the Company has specified a Redemption Date that is after a record date but on or prior to the next interest payment date, (2) if the Company has specified a Repurchase Date following a Designated Event that is after a record date but on or prior to the next succeeding interest payment date or (3) to the extent of any overdue interest, overdue Contingent Interest or Liquidated Damages, if any, at the time of conversion with respect to such Debenture. Except as described above, no payment or adjustment will be made for accrued interest on converted Debentures.
(ii) Each Convertible Preference Share The Person in whose name the certificate for such shares of Class A Common Stock is registered shall be convertible into one Common Share. If treated as a stockholder of record on and after the Convertible Preference Shares undergo Conversion Date; provided, however, that no surrender of Debentures on any share split, share consolidation or other similar recapitalization, then date when the provisions stock transfer books of this Section 5B(ii) the Company shall be appropriately adjusted such that a holder of Convertible Preference Shares closed shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior be effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Class A Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Class A Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Debentures shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference SharesDebentures, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, Person shall no longer be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesa Debentureholder.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (Blackrock Inc /Ny)
Conversion Procedure. To convert a Note, a Holder must satisfy the requirements in Section 12 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion date (i) the "CONVERSION DATE"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share5.03 hereof. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such Person's rights as a Holder of Notes hereunder shall cease (such Person's rights as a Holder of Transfer Restricted Securities, if any, under the Registration Rights Agreement, however, shall continue so long as such Person holds such Transfer Restricted Securities); provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders stockholder of record of such shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Common Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register stockholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Shareprovided further, the Company shall take all such actions as are necessary in order to ensure however, that the Common Shares resulting from such conversion shall be duly at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. No payment or adjustment will be made for accrued and validly issuedunpaid interest on a converted Note, fully paidbut if any Holder surrenders a Note for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, and free and clear then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder of all taxessuch Note on such record date. Any Notes that are, lienshowever, charges and encumbrances delivered to the Company for conversion after any record date but before the next interest payment date must, except those created as described in the next sentence, be accompanied by a payment equal to the holder thereof.
(vi) interest payable on such interest payment date on the principal amount of convertible notes being converted. The payment to the Company described in the preceding sentence shall not close its books against be required if, during that period between a record date and the transfer of Convertible Preference Shares next interest payment date, a conversion occurs on or Common Shares resulting from conversion of Convertible Preference Shares in any manner after the date that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist has issued a redemption notice and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or in connection with any conversion of Convertible Preference Shares hereunder (includingbefore the next 27 32 record date, without limitationno interest will be paid on those Notes. No fractional shares will be issued upon conversion, making any filings required to but a cash adjustment will be made by for any fractional shares. If a Holder converts more than one Note at the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharessame time, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of whole shares of Common Shares Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance)total principal amount of Notes converted. The Company Upon surrender of a Note that is converted in part, the Trustee shall not take any action that would cause authenticate for the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down Holder a new Note equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (Akamai Technologies Inc)
Conversion Procedure. To convert a Convertible Note, a -------------------- holder must satisfy the requirements in paragraph 10 of the Convertible Notes. The date on which the holder satisfies all of those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share5.03. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such date, such person's rights as a Noteholder shall cease; provided, however, that no -------- ------- surrender of a Convertible Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders shareholder of record of such shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register shareholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Shareprovided further, the Company shall take all such actions as are necessary in order to ensure however, that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price -------- ------- ------- in effect on the date that such Convertible Note shall have been surrendered for conversion, fully paid, and free and clear as if the stock transfer books of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall had not close its books against the transfer of Convertible Preference Shares been closed. No payment or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to adjustment will be made by the Company).
(vii) The Company shall at all times reserve for accrued and keep available out of its authorized but unissued Common Shares, solely unpaid interest on a converted Convertible Note or for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of dividends or distributions on shares of Common Shares Stock issued upon conversion of a Convertible Note, but if any holder surrenders a Convertible Note for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Convertible Note on such record date. In such event, any such Convertible Note not called for redemption, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the portion so converted. If a holder converts more than one Convertible Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be based on the total principal amount of all outstanding Convertible Preference SharesNotes converted. All Common Shares which are so issuable shallUpon surrender of a Convertible Note that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the Trustee shall authenticate for the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of a new Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down Note equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedNote surrendered.
Appears in 1 contract
Conversion Procedure. (ia) To convert a Note in certificated form, a Holder must (1) complete and manually sign the Notice of Conversion on the back of the Note, or facsimile of such Notice of Conversion, and deliver such Notice of Conversion to the Conversion Agent, which shall become irrevocable upon receipt by the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Note Registrar or the Conversion Agent, (4) pay an amount equal to the interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 13.02(c) and (5) pay all transfer or similar taxes, if required pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered 13.04. Anything herein to the Company or its transfer agent.
contrary notwithstanding, in the case of Global Notes, Notices of Conversion may be delivered and such Notes may be surrendered for conversion in accordance with clauses (ii3), (4) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions and (5) of this Section 5B(ii13.02(a) and the Applicable Procedures as in effect from time to time. The date on which the Holder satisfies all the requirements set forth in this Section 13.02(a) is the “Conversion Date.”
(b) Each conversion shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease deemed to have been effected as to any Notes surrendered for conversion on the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, Conversion Date and the Person or Persons person in whose name or names the shares of Common Shares are Stock shall be issuable upon conversion shall be deemed to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following of the close of business on such conversion) Conversion Date, and the Company shall amend its register deliver the consideration due in respect of members any conversion on the third Business Day immediately following the relevant Conversion Date; provided, however, that no surrender of a Note on any Conversion Date when the stock transfer books of the Company shall be closed shall be effective to effect constitute the person or persons entitled to receive the shares of Common Stock upon conversion and as the record holder or holders of such shares of Common Stock on such date, but such surrender shall thereafter deliver be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open. Upon conversion of a Note, such person shall no longer be the Holder of such Note. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Note prior to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason issuance of such shares. A Holder that has delivered a Fundamental Change Purchase Notice pursuant to Section 15.01 with respect to a Note may not surrender such Note for conversion until such Holder has withdrawn the Fundamental Change Purchase Notice in such name or names and such denomination or denominations as the converting holder has specified; andaccordance with Section 15.01(c).
(c) Holders of Notes surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the open of business on the next succeeding Interest Payment Date will receive the semiannual interest payable on the principal amount of such Notes being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Notes for conversion, such Notes shall also be accompanied by payment in cash funds to the Conversion Agent acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date (but excluding any overdue interest on the principal amount payable under of such Note so converted if any overdue interest exists at the time such Holder surrenders such Note for conversion); provided, however, that no such payment need be made (i) if the Company has specified a Redemption Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, or (iii) if conversion occurs after the last Regular Record Date prior to the Maturity Date,. Except as otherwise provided in this Section Error! Reference source not found. below with respect to 13.02(c) and Section 14.01(c), no payment or adjustment will be made for accrued interest on a converted Note and any such conversionaccrued interest shall be deemed satisfied and extinguished.
(vd) The issuance Subject to Section 13.02(c), nothing in this Section 13.02 shall affect the right of certificates for Common Shares upon conversion a Holder in whose name any Note is registered at the close of Convertible Preference Shares shall be made without charge business on a Regular Record Date to receive the holders interest payable on such Note on the related Interest Payment Date in accordance with the terms of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by this Indenture and the Company in connection with such conversion into Common SharesNotes. Upon conversion of each Convertible Preference ShareIf a Holder converts more than one Note at the same time, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 13.03) shall be based on the aggregate principal amount of all outstanding Convertible Preference Shares. All Common Shares which are Notes so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesconverted.
(viiie) No fractional shares shall result from In the conversion case of any Convertible Preference SharesNote which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Note or Notes of authorized denominations in an aggregate principal amount equal to, and in exchange for, the number unconverted portion of Common Shares resulting from the principal amount of such Note. A Note may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to remain Outstanding after such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value $1,000 or any integral multiple of such fractional share on the date of conversion, as determined $1,000 in good faith by the Board of Directorsexcess thereof.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (Mannkind Corp)
Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to Section 5A 1403. The Person in whose name the certificate is registered shall be automatictreated as the stockholder of record on and after the Conversion Date; provided, without however, that no surrender of a Security on any date when the need for any further action on behalf stock transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in this Article Fourteen. On conversion of a Security, that portion of accrued but unpaid interest, if any, attributable to the period from the Issue Date of the Security to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion shall be based on the total Principal Amount of all outstanding Convertible Preference Sharesthe Securities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security in an authorized denomination equal in Principal Amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversionSecurity surrendered. If the conversion would result last day on which a Security may be converted is not a Business Day in any fractional sharea place where a Conversion Agent is located, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal Security may be surrendered to the fair market value of such fractional share that Conversion Agent on the date of conversion, as determined in good faith by the Board of Directorsnext succeeding day that it is a Business Day.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day of the Conversion Date. The Company shall deliver to the Holder, through the Conversion Agent, no later than the fifth Business Day following the Conversion Date, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A shall be automatic, without 10.03. The Person in whose name the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates certificate representing such shares (if any) are surrendered to is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall effective to constitute the person or persons entitled to receive upon conversion the same number shares of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest or dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 10. On conversion of a Security, that portion of Accrued Original Issue Discount and accrued Tax Original Issue Discount attributable to the period from the Issue Date to, but excluding, the Company Conversion Date and (except as provided below) that portion of accrued Contingent Cash Interest attributable to the period from the last Contingent Cash Interest Payment Date (or Issue Date, if such date has not occurred) ("Contingent Cash Interest Payment Date") to but excluding the Conversion Date with respect to the converted Security shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as delivered pro rata, to the extent thereof, first in exchange for Accrued Original Issue Discount and accrued Tax Original Issue Discount to, but excluding, the Conversion Date and accrued Contingent Cash Interest to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as delivered in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid Contingent Cash Interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date total Principal Amount at Maturity of the Securities converted. A Security surrendered for conversion by a Holder during the period from the close of business on any Common Stock Record Date to the opening of business on the next Contingent Cash Interest Payment Date must be accompanied by payment of an amount equal to the Contingent Cash Interest that the Holder is to receive on the Securities surrendered for conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of unless the Company as permitted herein and if has provided such Holder with a notice of redemption with respect to such Securities pursuant to Section 3.03 herein, in which case no such payment shall be made. If the Common Shares resulting from conversion last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Security that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedSecurity surrendered.
Appears in 1 contract
Sources: Indenture (Supervalu Inc)
Conversion Procedure. (ia) To convert a Security, a Holder must (1) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (4) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent the Cash and shares of Common Stock, if any, issuable upon the conversion and Cash in lieu of any fractional shares pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered 4.3. Anything herein to the Company or its transfer agentcontrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time.
(iib) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names any shares of Common Shares Stock issued upon conversion are registered shall be deemed to be registered upon such conversion shall thereby become the a holder or holders of record of such Common Shares.
(iv) As soon as possible after Stock on the Conversion Date; provided, however, that no surrender of a conversion has been effected (but in Security on any event within five (5) Business Days following such conversion) Conversion Date when the stock transfer books of the Company shall amend its register be closed shall be effective to constitute the person or persons entitled to receive the shares of members Common Stock upon conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to effect constitute the conversion and shall thereafter deliver person or persons entitled to receive such shares of Common Stock as the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record holder or holders thereof for all purposes at the office close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company;
(b) Company had not been closed. Upon conversion of a certificate Security, such person shall no longer be a Holder of such Security. Except as set forth in this Indenture, no payment or certificates representing the number adjustment will be made for dividends or distributions declared or made on shares of Common Shares issuable by reason Stock issued upon conversion of such conversion in such name or names and such denomination or denominations as the converting holder has specified; anda Security prior to their issuance.
(c) Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding (1) Securities or portions thereof called for redemption or presented for purchase pursuant to Article 3 hereof on a Redemption Date, a Change in Control Purchase Date or Put Right Purchase Date, as the case may be, occurring during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the fifth Business Day after the next succeeding Interest Payment Date or (2) Securities that are submitted for conversion between the Regular Record Date for the final interest payment and the opening of business on the final Interest Payment Date) shall also be accompanied by payment in cash funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable under Section Error! Reference source not found. below with respect to the registered Holder of such conversion.
(v) The issuance Security as of certificates for Common Shares upon that Regular Record Date notwithstanding the conversion of Convertible Preference Shares shall such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by accrued interest on a converted Security. If the Company defaults in connection with the payment of interest payable on such conversion into Common Shares. Upon conversion of each Convertible Preference ShareInterest Payment Date, the Company shall take all promptly repay such actions as are necessary in order funds to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofHolder.
(vid) The Company Nothing in this Section shall not affect the right of a Holder in whose name any Security is registered at the close its books against of business on a Regular Record Date to receive the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares interest payable on such Security on the related Interest Payment Date in any manner that interferes accordance with the timely conversion terms of Convertible Preference Sharesthis Indenture and the Securities. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingIf a Holder converts more than one Security at the same time, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance). The Company shall not take any action that would cause the number aggregate principal amount of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference SharesSecurities converted.
(viiie) No fractional shares shall result from In the conversion case of any Convertible Preference SharesSecurity which is converted in part only, upon such conversion the Company shall execute and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is Holder thereof, at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities expense of the Company, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the Company shall, at the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to principal amount of such Security. A Security may be converted by in part, but only if the principal amount of such holder as provided herein together with any notice, statement or payment required part is an integral multiple of $1,000 and the principal amount of such Security to effect remain outstanding after such conversion is equal to $1,000 or exchange any integral multiple of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered $1,000 in such name or names and in such denomination or denominations as such holder has specifiedexcess thereof.
Appears in 1 contract
Sources: Indenture (Bell Microproducts Inc)
Conversion Procedure. 4.2.1 In order to exercise the Conversion Privilege, the holder of any Bond to be converted shall surrender such Bond to the Trustee at the Trustee's principal office in ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ accompanied by written notice substantially in the form of Schedule C hereto (i) Conversion pursuant to Section 5A which shall be automaticirrevocable) and the appropriate transfer documents, without as required, signed by such holder, in form and execution satisfactory to the need for any further action on behalf Trustee, stating that the holder elects to convert such Bond or a stated portion of the holders principal amount thereof constituting an integral multiple of Convertible Preference €1,000 plus interest accrued and unpaid thereon (less any withholding or other tax required by law to be deducted) as calculated in accordance with Section 2.5 to Common Shares, and regardless . Such notice shall also state the name or names (with addresses) in which the certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. If any of whether the certificates representing Common Shares to be issued hereunder are to be issued to a person or persons other than the holder of such shares (if any) are surrendered Bond such request shall be accompanied by payment to the Trustee of any tax which may be payable by reason of the transfer. The surrender of such Bond accompanied by such written notice shall be deemed to constitute a contract between the holder of such Bond and the Company or its transfer agent.whereby:
(iia) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion such Bond subscribes for the same number of Common Shares which he or she shall be entitled to receive on such conversion;
(b) the holder would of such Bond releases the Company from all liability thereon or from all liability with respect to that portion of the principal amount thereof to be converted, as the case may be, including all liability for the principal amount and accrued and unpaid interest payable to the Conversion Date of such Bonds to be converted; and
(c) the Company agrees that the surrender of such Bond for conversion constitutes full payment of the subscription price for the Common Shares issuable upon such conversion.
4.2.2 Within five business days of surrender of any Bonds to be converted and subject to the Company obtaining all approvals as set forth in Section 4.12, the Company shall issue or cause to be issued and deliver or cause to be delivered to the holder whose Bond is so surrendered, or on his or her written order, a certificate or certificates in the name or names of the person or persons specified in such notice for the number of Common Shares deliverable upon the conversion of such Bond (or specified portion thereof). Such conversion shall be deemed to have received if it had converted its Convertible Preference Shares been effected immediately prior to the close of business on the date (the "Conversion Date") such event.
(iii) At the Bonds were surrendered for conversion and at such time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (such Bond as a such holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person person or Persons persons in whose name or names any certificate or certificates for Common Shares are to shall be registered deliverable upon such conversion shall thereby be deemed to have become on such date the holder or holders of record of the Common Shares represented thereby; provided, however, that no such surrender on any date when the share transfer registers for Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) Shares of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares closed shall be made without charge to effective until the holders close of business on the next succeeding day on which such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as share transfer registers are necessary in order to ensure that the Common Shares resulting from open and such conversion shall be duly and validly issued, fully paid, and free and clear at the Conversion Price in effect at the close of all taxes, liens, charges and encumbrances except those created by the holder thereofbusiness on such next succeeding day.
(vi) The Company shall not close its books against 4.2.3 Upon surrender to the transfer Trustee of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required Bond which is to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharesconverted in part only, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal shall be entitled to receive, without expense to such holder, one or more new Bonds for the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization unconverted portion of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities principal amount of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are Bond so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedsurrendered.
Appears in 1 contract
Sources: Trust Indenture (MFC Bancorp LTD)
Conversion Procedure. To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share11.03. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or names persons entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 10.01, the Company later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through but not including the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Security shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 10.01) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. If the Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total Principal Amount at Maturity of the Company as permitted herein and if Securities converted. If the Common Shares resulting from conversion last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Security that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedSecurity surrendered.
Appears in 1 contract
Sources: Indenture (SPX Corp)
Conversion Procedure. (i) Conversion Pursuant to Section 4(a). If this Note is to be automatically converted pursuant to Section 5A 4(a), written notice shall be automatic, without delivered to Investor at the need for any further action address last shown on behalf the records of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered Company for Investor or given by Investor to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall for the purpose of notice, notifying Investor of the conversion to be convertible into one Common Shareeffected, specifying the conversion price, the principal amount of the Note to be converted, together with all accrued and unpaid interest, the date on which such conversion is expected to occur and calling upon such Investor to surrender to the Company, in the manner and at the place designated, the Note. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions Upon such conversion of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior Note, Investor hereby agrees to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease execute and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that Company all transaction documents entered into by other purchasers participating in the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate Qualified Financing or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations Non-Qualified Financing, as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below case may be, including a purchase agreement, an investors’ rights agreement and other ancillary agreements, with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly customary representations and validly issued, fully paid, warranties and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder restrictions (including, without limitation, making a lock-up agreement in connection with an Initial Public Offering). Investor also agrees to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any filings required to loss incurred by it in connection with this Note) at the closing of the Qualified Financing for cancellation; provided, however, that upon the closing of the Qualified Financing this Note shall be made by the Company).
(vii) deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence. The Company shall at all times reserve shall, as soon as practicable thereafter, issue and keep available out of its authorized but unissued Common Shares, solely deliver to such Investor a certificate or certificates for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii). Any automatic conversion of Common Shares this Note pursuant to Section 4(a) shall be deemed to have been made immediately prior to the closing of the Qualified Financing and on and after such date the Persons entitled to receive the shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down treated for all purposes as the record holder of such shares.
(ii) Voluntary Conversion Pursuant to Section 4(b). Before Investor shall be entitled to voluntarily convert this Note into shares under Section 4(b), it shall surrender this Note (or a notice to the nearest whole shareeffect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note) and give written notice to the Company at its principal corporate office of the election to convert the same pursuant to Section 4(b). Upon such conversion of this Note, Investor hereby agrees to execute and deliver to the Company a purchase agreement, an investors’ rights agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including, without limitation, a lock-up agreement in connection with an Initial Public Offering) entered into by other purchasers of Financing Stock. The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates for the number of shares resulting from to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 4(c)(iii). Any voluntary conversion of this Note pursuant to Section 4(b) shall be deemed to have been made upon the satisfaction of all of the conditions set forth in this Section 4(c)(ii) and on and after such date the Persons entitled to receive the shares issuable upon such conversion shall be determined on treated for all purposes as the basis of the total number of Convertible Preference Shares the record holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directorsshares.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Lease Agreement (TVPage, Inc.)
Conversion Procedure. (i) Conversion of the Series A Preferred Stock upon election of the Required Holders pursuant to Section 5A 6(a)(iii) or as contemplated by the second sentence of Section 6(c) shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered effected by delivery to the Company by the Required Holders of a written notice stating the election of such holders to convert the Series A Preferred Stock. In the event the notice shall specify any name other than that of a record holder, the notice shall be accompanied by documents confirming ownership, reflecting compliance with the securities laws and, if applicable, payment of all transfer taxes payable upon issuance of the shares of Common Stock in such name. Other than such taxes, the Company shall pay any and all issuance and other taxes (excluding taxes based on income) that may be payable with respect to the issuance and/or delivery of shares of Common Stock on conversion of Series A Preferred Stock. As promptly as practicable, but in no event more than 15 days, after receipt by the Company of the written notice of conversion from the Required Holders, the Company shall deliver notice of conversion of the Series A Preferred Stock to all holders thereof. As promptly as practicable, but in no event more than 5 Business Days after receipt by the Company of the written notice of conversion from the Required Holders or its transfer agent(as applicable) within 5 Business Days after the completion of any required appraisal or Measurement Period as contemplated by the second sentence of Section 6(c), the Company shall deliver or cause to be delivered the number of validly issued, fully paid and non-assessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Stock to which each record holder or other recipient shall be entitled pursuant to Section 6(b) or (as applicable) the second sentence of Section 6(c)(i) hereof.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If A conversion upon election of the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Required Holders pursuant to Section 5B(ii6(a)(iii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares deemed effective immediately prior to the open of business on the date of the respective written notice to the Company. However, the Required Holders may specify conversion upon a future date or event, such eventas the fifth anniversary of the Effective Date but in no event later than the fifth anniversary of the Effective Date. In the case of an election by the Required Holders following a Listing that is subject to Section 6(c)(i), the Required Holders may specify any Trading Day on which the Measurement Period shall begin; provided, however, that such Trading Day shall be (i) no later than January 2, 2017 and (ii) no earlier than the first Trading Day after such election to convert has been made by the Required Holders. Upon conversion, the rights of the converting holder with respect to the shares being converted shall terminate, except for the right to receive the shares of Common Stock issuable upon conversion, and the person entitled to receive the shares of Common Stock so issuable shall be treated for all purposes as having become the record holder of such shares of Common Stock at the time of issuance. In the event the written notice for conversion is delivered on a day the transfer books of the Company for its Common Stock are closed, the conversion shall be deemed to have occurred upon the close of business on the first immediately succeeding date on which such transfer books are open, except as otherwise provided above.
(iii) At In connection with any conversion of Series A Preferred Stock pursuant to Section 6(a)(i) or the time any such conversion has been effectedfirst sentence of Section 6(c)(i), the rights Company shall deliver or cause to be delivered the number of validly issued, fully paid and non-assessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Stock to which each holder of Series A Preferred Stock shall be entitled pursuant to Section 6(a)(i) or the Convertible Preference Shares converted (as a holder first sentence of such converted Convertible Preference SharesSection 6(c)(i) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shareshereof, as applicable, and promptly as practicable (but in no event more than 5 Business Days after the Person or Persons in whose name or names earliest day upon which the number of whole shares of Common Shares are to Stock can be registered upon such conversion shall thereby become the holder or holders of record of such Common Sharesdetermined).
(iv) As soon In connection with any conversion of Series A Preferred Stock pursuant to Section 6(a)(ii), but excluding (for the avoidance of doubt) any Change of Control Transaction deemed a Fundamental Change as possible after a conversion has been effected (but in any event within five (5contemplated by the final sentence of Section 6(c)(i) Business Days following such conversion) or by Section 6(c)(ii), the Company shall amend its register of members deliver or cause to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing delivered the number of validly issued, fully paid and non-assessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Shares issuable by reason Stock to which each holder of Series A Preferred Stock shall be entitled pursuant to Section 6(a)(ii) effective as of immediately prior to the subject Change of Control Transaction. In connection with any such conversion in such name or names and such denomination or denominations as Change of Control Transaction, the converting holder has specified; and
(c) payment in cash Company shall provide all of the amount payable under Section Error! Reference source not found. below with respect holders of Series A Preferred Stock advance notice (before the Change of Control Transaction occurs) of the respective Conversion Common Stock Value, Conversion Value Per Share of Series A Preferred Stock and Current Common Stock Value as soon as reasonably practicable, but in no event less than 15 days prior to such conversionChange of Control Transaction.
(v) The issuance shares of certificates for Common Shares Stock issuable upon conversion of Convertible Preference Shares shares of Series A Preferred Stock, when issued in accordance with the terms hereof, are hereby declared to be, and shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharebe, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, paid and free and clear nonassessable shares of all taxes, liens, charges and encumbrances except those created by Common Stock in the holder hands of the holders thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in In connection with any conversion Triggering Event, if the Conversion Value Per Share of Convertible Preference Shares hereunder (includingSeries A Preferred Stock is zero, the Series A Preferred Stock will be automatically deemed cancelled without limitation, making any filings required further consideration and shall cease to be made by the Company)outstanding.
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Master Modification Agreement (Behringer Harvard Multifamily Reit I Inc)
Conversion Procedure. (i1) Conversion pursuant In order to convert any Debenture, such Debenture shall be delivered at any time during usual business hours to the Trustee at any office of the Trustee where Debentures may be registered or transferred on the register maintained thereat by the Trustee for that purpose, accompanied by a written notice (substantially in the form set forth in Schedule "A" to this Indenture) duly executed by the registered holder of such Debenture or his attorney duly authorized in writing, which notice shall state that the holder elects to convert the said Debenture in accordance with the provisions hereof and which notice shall further state the name or names (with addresses) in which the certificate or certificates for Shares issuable on such conversion shall be issued and if any of the Shares into which such Debenture is to be converted are to be issued to a person or persons other than the holder of such Debentures, there shall be paid to the Trustee any transfer tax which may be properly payable. If any certificate or certificates representing any of the Shares issuable on conversion are directed to be issued to any person other than the holder of such Debenture, the signature of such holder, shall be guaranteed by a bank, trust company, member of a recognized stock exchange in Canada or by another person satisfactory to the Trustee. Such holder shall, in addition, comply with such other reasonable requirements as the Trustee may prescribe.
(2) Subject to Section 5A 4.02 hereof, any holder may by such written notice elect to convert only part of the principal amount of any Debenture, in which event the Company shall issue and the Trustee shall certify and deliver to such holder, at the expense of the Company, a new Debenture registered in the name of such holder, in a principal amount equal to that part of the principal amount of the said Debenture which the said holder did not elect to convert.
(3) Every such notice of election to convert shall constitute a contract between the holder of such Debenture and the Company, whereby the holder of such Debenture shall be automaticdeemed to subscribe for the number of Shares which he will be entitled to receive upon such conversion and in payment and satisfaction of such subscription, without to surrender such Debenture and to release the need Company from all liability thereon, and whereby the Company shall be deemed to agree that the surrender of such Debenture and the extinguishment of liability thereon shall constitute full payment of such subscription for any further action the Shares to be issued upon such conversion. If more than one (1) Debenture shall be surrendered for conversion at one time by the same holder, the number of full Shares which shall be issuable upon the conversion thereof shall be computed on behalf the basis of the holders aggregate principal amount of Convertible Preference SharesDebentures so surrendered.
(4) Forthwith after the receipt of such notice of election to convert, and regardless the payment of whether the certificates representing such shares transfer tax (if any) are surrendered to ), the delivery of such Debenture and compliance with all reasonable requirements of the Trustee as aforesaid, the Company shall cause the transfer agent for the Shares to issue and deliver, to or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If upon the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights written order of the holder of the Convertible Preference Debenture so surrendered (i) a certificate or certificates for the number of Shares into which such Debenture has been converted in accordance with the provisions of this Article 4, (ii) a new Debenture (if required) in a principal amount equal to the principal amount of the tendered Debenture which the holder did not elect to convert, (iii) an amount equal to all accrued and unpaid interest on the principal amount of the Debenture or portion of the Debenture, as a holder the case may be, so converted calculated to the date on which notice of election is given by the Debentureholder under this Section 4.03, and (iv) any cash which the Company is required to pay in accordance with the provisions of Section 4.07 hereof. Such conversion shall be deemed to have been made immediately prior to the close of business, at the office of the Trustee where such notice of election was received, on the date on which all conditions precedent to the conversion of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to Debenture have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, been fulfilled and the Person person or Persons persons in whose name or names Common any certificate or certificates for Shares are shall be issuable shall be deemed to have become on the said date the holder or holders of record of the Shares represented thereby; provided, however, that if the transfer books of the Company for Shares shall be registered closed on the said date, the Company shall not be required to issue Shares upon such conversion until the date on which such transfer books shall thereby be re-opened and such person or persons shall not be deemed to have become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a Shares until the date on which such transfer books shall be re-opened, but such conversion has been shall never theless be effected (but in any event within five (5) Business Days following when such conversion) the Company transfer books shall amend its register of members to effect be re-opened at the conversion price in effect on, and shall thereafter deliver to otherwise as of, the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office date of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v5) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares Company covenants that it shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order use its best efforts to ensure that the Common transfer books for Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against be closed during any period which includes a record date for a dividend or other distribution on the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. To convert a Security, a holder must satisfy the requirements in paragraph 10 of the Securities. The date on which the holder satisfies all of those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A 5.3. Such certificate shall be automaticbear any legends set forth on the converted Security, without the need for any further action on behalf of the holders of Convertible Preference Shares, unless and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one extent the restrictions contained in such legends no longer apply to such Common ShareStock. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such person's rights as a Noteholder shall cease; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders stockholder of record of such shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register stockholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Shareprovided further, the Company shall take all such actions as are necessary in order to ensure however, that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, fully paidas if the stock transfer books of the Company had not been closed. Except for any required payments of Additional Interest or Additional Voluntary Conversion Interest, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares no payment or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to adjustment will be made by the Company).
(vii) The Company shall at all times reserve for accrued and keep available out of its authorized but unissued Common Shares, solely unpaid interest on a converted Security or for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of dividends or distributions on shares of Common Shares Stock issued upon conversion of a Security, but if any holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay any Additional Interest or Additional Voluntary Conversion Interest to the Company) payable on such interest payment date on the portion so converted unless the Security has been called for redemption by the Company and a notice of redemption has been mailed to the holders. If a holder converts more than one Security at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be based on the total principal amount of all outstanding Convertible Preference SharesSecurities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the Trustee shall authenticate for the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down a new Security equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSecurity surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (Coeur D Alene Mines Corp)
Conversion Procedure. To convert a Security, a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to Section 5A 1403. The Person in whose name the certificate is registered shall be automatictreated as the stockholder of record on and after the Conversion Date; provided, without however, that no surrender of a Security on any date when the need for any further action on behalf stock transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in this Article Fourteen. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date of the Security to the Conversion Date with respect to the converted Security shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the Cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. If a Holder converts more than one Security at the same time, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion shall be based on the total Principal Amount of all outstanding Convertible Preference Sharesthe Securities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security in an authorized denomination equal in Principal Amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversionSecurity surrendered. If the conversion would result last day on which a Security may be converted is not a Business Day in any fractional sharea place where a Conversion Agent is located, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal Security may be surrendered to the fair market value of such fractional share that Conversion Agent on the date of conversion, as determined in good faith by the Board of Directorsnext succeeding day that it is a Business Day.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. (i) Conversion Each conversion of shares of Nonvoting Common Stock into shares of Common Stock pursuant to Section 5A Part 4A above shall be automatic, without effected by the need for any further action on behalf surrender of the holders certificate or certificates representing the shares to be converted at the principal office of Convertible Preference Sharesthe Corporation at any time during normal business hours, together with a written notice by the holder of such shares of Nonvoting Common Stock stating that such holder desires to convert the shares, or a stated number of the shares, of Nonvoting Common Stock represented by such certificate or certificates into shares of Common Stock. Each conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and regardless of whether the certificates representing at such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (shares of Nonvoting Common Stock as a such holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person person or Persons persons in whose name or names the certificate or certificates for shares of Common Shares Stock are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such the shares of Common SharesStock represented thereby.
(ivii) As soon as possible Promptly after a conversion has been effected (but the surrender of such certificates and the receipt of such written notice, the Corporation shall issue and deliver in any event within five (5) Business Days following such conversion) accordance with the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting surrendering holder:
's instructions (a) a notice stating that the Convertible Preference Shares have been converted certificate or certificates for the shares of Common Stock issuable upon such conversion and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate representing any shares of Nonvoting Common Stock which were represented by the certificate or certificates representing surrendered to the number of Common Shares issuable by reason of Corporation in connection with such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source but which were not found. below with respect to such conversionconverted.
(viii) The issuance of certificates for shares of Common Shares Stock upon conversion of Convertible Preference Shares shall shares of Nonvoting Common Stock will be made without charge to the holders of such Convertible Preference Shares shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company Corporation in connection with such conversion into and the related issuance of shares of Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofStock.
(viiv) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall Corporation at all times shall reserve and keep available out of its authorized but unissued shares of Common SharesStock, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesshares of Nonvoting Common Stock, such number of shares of Common Shares Stock as may be issuable upon the conversion of all outstanding Convertible Preference Sharesshares of Nonvoting Common Stock. All shares of Common Shares Stock which are so issuable shall, when issued, be duly and validly issued, fully paidpaid and nonassessable, and free and clear of from all taxes, liens, charges and encumbrances except those created by the holder thereofcharges. The Company Corporation shall take all such actions as may be necessary to ensure assure that all such shares of Common Shares Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the shares of Common Shares Stock may be listed (except for official notice of issuance which shall will be immediately delivered transmitted by the Company Corporation upon each such issuance). .
(v) The Company Corporation shall not take any action that would cause close its books against the number transfer of authorized but unissued shares of Nonvoting Common Shares to be less than the number Stock or shares of such shares required to be reserved hereunder for issuance Common Stock issued or issuable upon conversion of Convertible Preference Sharesshares of Nonvoting Common Stock in any manner which would interfere with the timely conversion of shares of Nonvoting Common Stock.
(viiivi) No fractional If the Corporation in any manner subdivides or combines the outstanding shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from Stock or Nonvoting Common Stock, then the outstanding shares of the other of such conversion classes of stock shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result proportionately subdivided or combined in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directorsa similar manner.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Note Amendment Agreement (Pamida Holdings Corp/De/)
Conversion Procedure. To convert a Note, a holder must satisfy the requirements in paragraph 13 of the Notes. The date on which the holder satisfies all of those requirements is the conversion date (i) the "CONVERSION DATE"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share5.03 hereof. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such Person's rights as a Holder shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders stockholder of record of such shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Common Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register stockholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Shareprovided further, the Company shall take all such actions as are necessary in order to ensure however, that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, fully paid, and free and clear as if the stock transfer books of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall had not close its books against the transfer of Convertible Preference Shares been closed. No payment or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to adjustment will be made by the Company).
(vii) The Company shall at all times reserve for accrued and keep available out of its authorized but unissued Common Sharesunpaid interest or Liquidated Damages, solely if any, on a converted Note or for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of dividends or distributions on shares of Common Shares Stock issued upon conversion of a Note, but if any holder surrenders a Note for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, If a holder converts more than one Note at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be based on the total principal amount of all outstanding Convertible Preference SharesNotes converted. All Common Shares which are so issuable shallUpon surrender of a Note that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the Trustee shall authenticate for the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down a new Note equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (NTL Delaware Inc)
Conversion Procedure. (iA) Conversion pursuant to Section 5A Unless otherwise provided in connection with any conversion, each conversion of Series B-1 Preferred or Series B Preferred, into Series B Preferred or Series B-1 Preferred, as the case may be, shall be automatic, without effected by the need for any further action on behalf surrender of the holders certificate or certificates representing the shares to be converted at the principal office of Convertible Preference Sharesthe Corporation at any time during normal business hours, together with a written notice by the holder of such shares stating that such holder desires to convert the shares, or a stated number of the shares, represented by such certificate or certificates into shares of the other class (and such statement shall obligate the Corporation to issue such shares). Unless otherwise provided in connection with any conversion, each conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and regardless of whether the certificates representing at such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (Series B-1 Preferred and Series B Preferred, as a the case may be, as such holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person person or Persons persons in whose name or names Common Shares the certificate or certificates for shares of Series B Preferred or Series B-1 Preferred are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common Sharesthe Series B Preferred and the Series B-1 Preferred represented thereby.
(ivB) As soon as possible Promptly after a conversion has been effected the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder's instructions (but in any event within five (5) Business Days following such conversioni) the Company shall amend its register of members to effect certificate or certificates for the Series B Preferred and the Series B-1 Preferred issuable upon such conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(bii) a certificate representing any Series B-1 Preferred and Series B Preferred which were represented by the certificate or certificates representing delivered to the number of Common Shares issuable by reason of Corporation in connection with such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source but which were not found. below with respect to such conversionconverted.
(vC) The issuance of certificates for Common Shares Series B-1 Preferred or Series B Preferred upon conversion of Convertible Preference Shares Series B Preferred or Series B-1 Preferred, respectively, shall be made without charge to the holders of such Convertible Preference Shares shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company Corporation in connection with such conversion into Common Shares. Upon conversion and the related issuance of each Convertible Preference ShareSeries B Preferred and Series B-1 Preferred, as the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofcase may be.
(viD) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common SharesCorporation has duly authorized, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesthe Series B-1 Preferred and Series B Preferred, respectively, such number of shares of Common Shares Series B Preferred and Series B-1 Preferred, as 17 134 the case may be issuable upon the conversion of all outstanding Convertible Preference SharesSeries B-1 Preferred and Series B Preferred, as the case may be. All Common Shares shares which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company Corporation shall take all such actions as may be necessary to ensure that all Common Shares such shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares shares may be listed (except for official notice of issuance which shall be immediately delivered transmitted by the Company Corporation upon each such issuance).
(E) The Corporation shall not close its books against the transfer of Series B-1 Preferred and Series B Preferred in any manner which would interfere with the timely conversion of any Series B-1 Preferred or Series B Preferred. The Company Corporation shall not take assist and cooperate with any action that would cause the number holder of authorized but unissued Common Shares Series B-1 Preferred and Series B Preferred required to be less than the number make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of such shares Series B-1 Preferred and Series B Preferred hereunder (including, without limitation, making any filings required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesmade by the Corporation).
(viiiF) No fractional If the Corporation in any manner subdivides or combines the outstanding Series B-1 Preferred or Series B Preferred, the outstanding shares shall result from of the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion other class shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result proportionately subdivided or combined in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directorsa similar manner.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Velocom Inc)
Conversion Procedure. To convert a Note, a Holder must satisfy the requirements in paragraph 9 in the Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day following the Conversion Date. Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Trustee, written notice of whether such Note shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 5A 11.03 hereof. If the Company shall have notified the Holder that all of such Notes shall be automaticconverted into shares of Common Stock, without the need Company shall deliver to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the tenth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any further action on behalf fractional share determined pursuant to Section 16.03 hereof. Except as provided in the last sentence in the third paragraph of Section 16.01 hereof, if the Company shall have notified the Holder that all or a portion of such Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Note the amount of cash payable with respect to such Note no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion (to the extent certificated) and cash in lieu of any fractional share determined pursuant to Section 16.03 hereof. Except as provided in the last sentence in the third paragraph of Section 16.01 hereof, at any time prior to Maturity, the Company may at its option elect by written notice to the Trustee and Holders of the holders Notes that upon conversion of Convertible Preference Sharesa Note at any time following the date of such notice, and regardless the Company shall be required to deliver cash in an amount at least equal to the accreted principal amount of whether the certificates Notes converted. If the Company makes this election, it will also be required to deliver cash only in connection with any Principal Value Conversion (as defined in the Note) pursuant to the second paragraph of paragraph 9 of the Note. If shares of Common Stock are delivered as consideration, then the Person in whose name the certificate representing such shares (if any) are surrendered to is registered shall be treated as a stockholder of record of the Company or its on and after the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer agent.
(ii) Each Convertible Preference Share books of the Company shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Note shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Note, such Person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article XVI. On conversion of a Note, that portion of accrued Original Issue Discount or cash interest, if any, including Contingent Cash Interest, if any, attributable to the Company period from the Issue Date of the Note through but not including the Conversion Date, with respect to the converted Note shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder Stock (or any cash payment in lieu thereof.
) (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion cash payment, if any, in lieu of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required fractional shares) in exchange for the Note being converted pursuant to make any governmental filings or obtain any governmental approval prior the provisions hereof (except to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings the extent that Contingent Cash Interest are required to be made by paid in cash as provided in paragraph 9 of the CompanyNotes).
; and the Fair Market Value of such shares of Common Stock (viior any cash payment in lieu thereof) The Company (together with any such cash payment in lieu of fractional shares) shall at all times reserve be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount and keep available out cash interest, if any, including Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of its authorized but unissued such Fair Market Value of such Common Shares, solely Stock (or any cash payment in lieu thereof) (and any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the purpose Issue Price of issuance the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest, if any, including Contingent Cash Interest, if any, will be payable upon the conversion of Convertible Preference SharesNotes made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Note at the same time, such the number of shares of Common Shares Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of all outstanding Convertible Preference Sharesof the Notes converted. All If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the next succeeding day that is a Business Day. A Note surrendered for conversion based on (a) the Common Shares Stock price may be surrendered for conversion on a Conversion Date at any time after March 31, 2004 as more fully described in paragraph 9 of the Notes, (b) the Note being called for redemption may be surrendered for conversion at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) the Trading Price may be surrendered for conversion any time prior to Maturity during the five Business Day period after any five consecutive Trading Day Period in which are so issuable shall, when issued, be duly and validly issued, the Trading Price is at certain levels more fully paiddescribed in paragraph 9 of the Notes, and free (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Notes may be surrendered for conversion at any time from and clear after the date which is 15 days prior to the anticipated effective date of all taxessuch transaction until 15 days after the actual date of such transaction, liensand if such day is not a Business Day, charges the next occurring Business Day following such day; but in each of clauses (a), (b), (c) and encumbrances except those created by (d) above, in no event later than the holder thereofclose of business on January 15, 2034. The Upon surrender of a Note that is converted in part, the Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: First Supplemental Indenture (Roper Industries Inc /De/)
Conversion Procedure. The Conversion Right may be exercised by the Holder by completing and signing the notice of conversion (ithe “Conversion Notice”) attached hereto as Schedule “A” and delivering the Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered Notice to the Company or its transfer agent.
(ii) Each Convertible Preference Share Payor. The Conversion Notice shall be convertible into one Common Share. If provide that the Convertible Preference Shares undergo any share splitConversion Right is being exercised, share consolidation or other similar recapitalization, then shall specify the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby Converted Deferred Payment Amount and shall convert to and become Common Shares, as applicable, and set out the Person or Persons in whose name or names date (the “Issue Date”) on which the Common Shares are to be registered issued upon the exercise of the Conversion Right (such date to be no earlier than five Business Days and no later than 10 Business Days after the day on which the Conversion Notice is delivered). The conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has be deemed to have been effected (but in any event within five (5) immediately prior to the close of business on the Issue Date and the Common Shares issuable upon conversion shall be deemed to be issued as fully paid and non- assessable shares at such time. Within 10 Business Days following such conversion) after the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) Issue Date, a certificate or certificates representing for the required number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as shall be issued to the converting holder has specified; and
(c) payment in cash Holder. If less than all of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance outstanding Deferred Payment Amount is the subject of certificates for Common Shares upon conversion of Convertible Preference Shares the Conversion Right, then within 10 Business Days after the Issue Date, the Payor shall be made without charge deliver to the holders of such Convertible Preference Shares Holder for any issuance or stamp tax in respect thereof or other cost incurred signature by both the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, Payor and the number of Common Shares resulting from such conversion shall be rounded down Holder, in form acceptable to both Parties, acting reasonably, a supplement to this Agreement setting forth the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis principal amount of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversionunconverted Deferred Payment Amount. If the conversion would result Conversion Right is being exercised in any fractional share, respect of the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share entire outstanding Deferred Payment Amount and all accrued and unpaid interest on the date of conversionoutstanding Deferred Payment Amount so converted has been repaid or converted into Interest Shares, as determined in good faith by the Board case may be, this Agreement shall be automatically terminated and of Directorsno further force and effect.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Deferred Payment Agreement
Conversion Procedure. To convert a 2020 Debenture, a Holder must (ia) complete and manually sign the conversion notice on the back of the 2020 Debenture and deliver such notice to a Conversion Agent, (b) surrender the 2020 Debenture to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Security Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 5A 1403. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such 2020 Debentures may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The Person in whose name the Common Stock certificate is registered shall be automaticdeemed to be a shareholder of record on the Conversion Date; provided, without however, that no surrender of a 2020 Debenture on any date when the need for any further action on behalf stock transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the date that such 2020 Debenture shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea 2020 Debenture, such Person shall no longer be a Holder of such 2020 Debenture. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Fourteen. On conversion of a 2020 Debenture, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 1601, the Company later of (x) the date of such exercise and (y) the date on which interest was last paid) of the 2020 Debenture through the Conversion Date with respect to the converted 2020 Debenture shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal 2020 Debenture being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 1601) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the 2020 Debenture being converted pursuant to the provisions hereof. If a Holder converts more than one 2020 Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date aggregate Principal Amount of conversion2020 Debentures converted. Upon surrender of a 2020 Debenture that is converted in part, as determined the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new 2020 Debenture equal in good faith by Principal Amount to the Board of Directors.
(ix) If there occurs a change in the capitalization unconverted portion of the 2020 Debenture surrendered. Where the Company as permitted herein and if has exercised its option under Section 1601, 2020 Debentures or portions thereof surrendered for conversion during the Common Shares resulting period from conversion the close of Convertible Preference Shares are convertible into business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (unless such 2020 Debentures or exchangeable portions thereof have been called for any redemption on a Redemption Date within such period) be accompanied by payment to the Company or its order, in New York Clearing House funds or other shares or securities of funds acceptable to the Company, of an amount equal to the Company shall, at interest payable on such Interest Payment Date on the converting holder’s option, upon surrender principal amount of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement 2020 Debentures or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedportions thereof being surrendered for conversion.
Appears in 1 contract
Conversion Procedure. To convert a Security, a Holder must (ia) complete and manually sign the conversion notice on the back of the Security or facsimile of the conversion notice and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any funds related to interest, if required to be paid by such Holder under this Section 4.2 and pay any transfer or similar tax, if required to be paid by such Holder under Section 4.4. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” As soon as reasonably practicable after the Conversion Date, the Issuer shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 5A 4.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be automaticdeemed to be a stockholder of record on the Conversion Date; provided, without however, that no surrender of a Security on any date when the need for any further action on behalf stock transfer books of the Issuer shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of Convertible Preference Sharessuch shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Issuer had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date shall also be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share interest shall be convertible into one Common Share. If payable to such registered Holder notwithstanding the Convertible Preference Shares undergo any share splitconversion of such Security, share consolidation or other similar recapitalization, then subject to the provisions of this Section 5B(ii) shall be appropriately adjusted such Indenture relating to the payment of defaulted interest by the Issuer; provided, however, that if the Issuer specifies a holder Change of Convertible Preference Shares shall receive upon conversion Control Purchase Date during the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately period that is after the record date but prior to the corresponding interest payment date, and such event.
(iii) At the time any such conversion has been effectedHolder elects to convert those Securities, the rights of the holder of the Convertible Preference Shares converted (as a holder of Holder will not be required to pay such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver funds to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is Issuer at the time converting into Common Shares the Holder surrenders those Securities for conversion. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued and the number of Common Shares which will result from such aggregate conversionunpaid interest (including Additional Interest), if any, on a converted Security. If the conversion would result Issuer defaults in any fractional sharethe payment of accrued and unpaid interest (including Additional Interest), if any, payable on such interest payment date, the Company shall, in lieu of Issuer shall promptly repay such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver funds to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedHolder.
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
Conversion Procedure. (i) Conversion Each conversion of shares of one class of Common Stock into shares of another class of Common Stock pursuant to Section 5A this Article III.III shall be automatic, without effected by the need for any further action on behalf surrender of the certificate or certificates representing the shares to be converted (the “Converting Shares”) at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by written notice to the holders of Convertible Preference Common Stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares, stating that such holder desires to convert the Converting Shares, and regardless the number of whether shares of the other class of Common Stock into which the Converting Shares are to be converted (the “Converted Shares”). Such notice shall also state the name or names (with addresses) and denominations in which the certificate or certificates representing for Converted Shares are to be issued and shall include transactions for the delivery thereof. Promptly after such shares (if any) are surrendered surrender and the receipt of such written notice, the Corporation will issue and deliver in accordance with the surrendering holder’s instructions the certificate or certificates evidencing the Converted Shares issuable upon such conversion, and the Corporation will deliver to the Company converting holder a certificate (which shall contain such legends as were set forth on the surrendered certificate or its transfer agent.
(iicertificates) Each Convertible Preference Share representing any shares which were represented by the certificate or certificates that were delivered to the Corporation in connection with such conversion, but which were not converted. Such conversion, to the extent permitted by law, shall be convertible into one Common Share. If deemed to have been effected as of the Convertible Preference Shares undergo any share splitclose of business on the date on which such certificate or certificates shall have been surrendered and such notice shall have been received by the Corporation, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted and at such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Converting Shares converted (as a such holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common the certificate or certificates for the Converted Shares are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common the Converted Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office . Upon issuance of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of shares in accordance with this Article III.III, such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Converted Shares shall be made without charge deemed to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharebe fully authorized, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, paid and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Sharesnon-assessable. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company Corporation shall take all such actions as may be necessary to ensure assure that all such shares of Common Shares Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the shares of Common Shares Stock may be listed (except for official notice of issuance which shall will be immediately delivered transmitted by the Company Corporation upon each such issuance). The Company shall not take issuance of certificates for shares of any action that would cause the number class of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance Stock upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, other class of Common Stock as permitted by and pursuant to this Article III.III shall be made without charge to the holders of such other class of Common Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the number related issuance of shares of Common Shares resulting from such conversion shall be rounded down to the nearest whole shareStock. The number Corporation shall not close its books against the transfer of shares resulting from such of Common Stock in any manner which would interfere with the timely conversion shall be determined on of any shares of Common Stock. In the basis event of the total number conversion of Convertible Preference Shares less than all of the holder is at the time converting into Common Shares and the number shares of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional shareStock, as shares of Common Stock evidenced by a certificate so surrendered, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein Corporation shall execute and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by holder, without charge to such holder holder, a new certificate or new certificates representing evidencing the shares or securities into which the of Common Shares resulting from conversion are Stock not so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedconverted.
Appears in 1 contract
Sources: Transaction and Merger Agreement (Ruths Chris Steak House, Inc.)
Conversion Procedure. To convert a Note a Holder must satisfy the requirements in paragraph 8 of the Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date but in any event no later than the seventh Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share5.03. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or names persons entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Note shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 5. On conversion of a Note, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 4.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 4.01, the Company later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Note through the Conversion Date with respect to the converted Note shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal Note being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 4.01) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. If the Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total Principal Amount at Maturity of the Company as permitted herein and if Notes converted. If the Common Shares resulting from conversion last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Note that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedNote surrendered.
Appears in 1 contract
Sources: Supplemental Indenture (Avaya Inc)
Conversion Procedure. To convert Convertible Debt Securities, a Holder must satisfy the requirements in the Convertible Debt Securities. The date on which the Holder satisfies all of those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share1203. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names the certificate is registered shall become the shareholder of record on the Conversion Date and, as of such date, such person's rights as a Holder of Convertible Debt Securities shall cease; provided, however, that no surrender of Convertible Debt Securities on any date when the stock transfer books of the Company shall be closed, shall be effective to constitute the person entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders shareholder of record of such shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the person entitled to receive such shares of Common Stock as possible after a the shareholder of record thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further, however, that such conversion has shall be at the Conversion Price in effect on the date that such Convertible Debt Securities shall have been effected (but in any event within five (5) Business Days following such surrendered for conversion) , as if the stock transfer books of the Company shall amend its register of members to effect the conversion had not been closed. No payment or adjustment will be made for accrued and shall thereafter deliver to the converting holder:
(a) a notice stating that the unpaid interest on converted Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate Debt Securities or certificates representing the number for dividends or distributions on shares of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares Stock issued upon conversion of Convertible Preference Shares Debt Securities, but if any Holder surrenders Convertible Debt Securities for conversion after the close of business on the record date for the payment of an installment of interest and prior to the opening of business on the next interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be made without charge paid to the holders holder of such Convertible Preference Shares Debt Securities on such record date. In such event, any such Convertible Debt Securities not called for any issuance or stamp tax redemption, when surrendered for conversion, must be accompanied by payment in respect thereof or other cost incurred by funds acceptable to the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of interest payable on such fractional share interest payment date on the date of conversion, as determined in good faith by the Board of Directorsportion so converted.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture Agreement (Fidelity National Financial Inc /De/)
Conversion Procedure. To Convert the Note (or any portion -------------------- hereof), the Noteholder must (1) complete and sign a notice of election to Convert substantially in the form attached hereto as Exhibit 2.2, (2) surrender ----------- the Note to the Partnership and (3) pay any tax, if required. Upon Conversion, no adjustment or payment will be made for accrued and unpaid interest on the Converted Note (or applicable portion hereof) or for distributions on Units issuable upon Conversion of the Note, but if the Noteholder surrenders the Note for Conversion (i) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company an Interest Payment Date or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If if the Convertible Preference Shares undergo Partnership has issued a notice of redemption under Section 3 hereof setting a redemption date on any share splitDecember Interest Payment Date, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately within three Business Days prior to the such event.
(iii) At the time any December Interest Date, then, notwithstanding such conversion has been effectedConversion, the rights of the holder of the Convertible Preference Shares converted (as a holder of interest payable on such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to Interest Payment Date will be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver paid to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole shareNoteholder. The number of shares resulting from such conversion shall be Units issuable upon Conversion of the Note is determined by dividing the principal amount hereof (or any portion thereof that is an integral multiple of $1000 subject to a Conversion request) by the Conversion Price in effect on the basis Conversion Date. If the Noteholder has delivered a Designated Event Purchase Notice pursuant to Section 4.2 hereof, exercising the option of the total number Noteholder to ----------- require the Partnership to purchase the Note, the Note may be Converted only if the notice of Convertible Preference Shares exercise is withdrawn as provided in accordance with the holder terms of Section 4.4 hereof. ----------- The date on which the Noteholder satisfies all of the Conversion requirements set forth in this Section is at the time converting into Common Shares and Conversion date ("Conversion Date"). As soon as practicable after the Conversion Date, the Partnership shall issue to the Noteholder the number of Common Shares whole Units into which will result from such aggregate conversionthis Note (or portion hereof) shall have been Converted and the Noteholder shall be admitted to the Partnership as a Limited Partner pursuant to the terms and conditions of the Partnership Agreement. If The Partnership shall also deliver a new Note for the conversion would result in principal amount, if any, that was not converted (which new Note shall be identical, except as to principal amount, to the surrendered Note) and a check payable to the Noteholder for any fractional shareUnit, determined pursuant to Section 2.3. The Noteholder shall become the registered owner of such Units on ----------- the Conversion Date and, provided that there is no outstanding principal amount of the Note remaining, as of such date, the Company shall, in lieu of such fractional share, pay Noteholder's rights as the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNoteholder hereunder shall cease.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Note Agreement (Brylane Inc)
Conversion Procedure. (ia) Conversion pursuant to Section 5A shall be automaticTo convert a Security, without a Holder must (1) complete and manually sign the need for any further action conversion notice and the Residency Declaration form on behalf the back of the holders Security and deliver such notice and Residency Declaration to a Conversion Agent, (2) surrender the Security to a Conversion Agent and (3) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent. The date on which the Holder satisfies all of Convertible Preference Sharesthose requirements is the "Conversion Date". Upon the conversion of a Security, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If will pay the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then cash and deliver the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, as promptly as practicable after the later of the Conversion Date and the Person or Persons date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the later of those dates. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices and Residency Declarations may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. Holders of Securities who fail to provide a duly completed Residency Declaration and who are not otherwise determined to be Qualified Canadians by the Trustee will be deemed not to be Qualified Canadians and will receive Variable Voting Shares.
(b) The person in whose name or names Common the Shares are issuable upon conversion shall be deemed to be registered a holder of record of such Shares on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of Shares, or (iii) if the Company elects to deliver cash in lieu of some, but not all, of such Shares, the date on which the amount of cash issuable per Security has been determined; provided, however, that no surrender of a Security on any Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the Shares upon such conversion shall thereby become as the record holder or holders of such Shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such Shares as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Common Security. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on Shares issued upon conversion of a Security prior to the issuance of such Shares.
. Holders of Securities surrendered for conversion (ivin whole or in part) As soon as possible after a conversion has been effected (but during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Securities for conversion, such Securities shall also be accompanied by payment in any event within five (5) Business Days following such conversion) funds acceptable to the Company shall amend its register of members to effect the conversion and shall thereafter deliver an amount equal to the converting holderinterest payable on such corresponding Interest Payment Date. Except as otherwise provided in this Section 4.2(b), no payment or adjustment will be made for accrued interest on a converted Security. Instead, accrued interest will be deemed paid by the Shares (or any cash in lieu thereof) received by the Holder on conversion. Delivery to the Holder of the full number of Shares into which the Security is convertible (or any cash in lieu thereof), together with any cash payment of such Holder's fractional Shares, will thus be deemed:
(ai) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of to satisfy the Company;
(b) 's obligation to pay the principal amount of a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specifiedSecurity; and
ii) to satisfy the Company's obligation to pay accrued and unpaid interest. Therefore, accrued interest is deemed paid in full rather than cancelled, extinguished or forfeited.
(c) payment Subject to Section 4.2(b), nothing in cash this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a Regular Record Date to receive the interest payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required cash to be made by paid and the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion conversion, if any, (and the amount of any cash in lieu of fractional shares pursuant to Section 4.3) shall be based on the aggregate principal amount of all outstanding Convertible Preference Shares. All Common Shares which are Securities so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesconverted.
(viiid) No fractional shares shall result from In the conversion case of any Convertible Preference SharesSecurity which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Security or Securities of authorized denominations in an aggregate principal amount equal to the, and in exchange for, unconverted portion of the number principal amount of Common Shares resulting from such Security. A Security may be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Security to remain outstanding after such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value $1,000 or any integral multiple of such fractional share on the date of conversion, as determined $1,000 in good faith by the Board of Directorsexcess thereof.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. The parties hereby agree that at the time of the execution of this Amended and Restated Agreement, Genesee will convert its remaining preferred shares in return for 1,500,000 shares of common stock of LS. Genesee hereby acknowledges the prior receipt of 600,000 (isatisfactory to meet a portion of the obligation imposed on LS by the preceding sentence) Conversion pursuant to the terms of the Original Settlement Agreement, such 600,000 shares constituting one of the credits provided for in Section 5A II above. The 900,000 additional shares required by this Section IV (the "Additional Shares") shall be automaticdelivered to Genesee promptly after the execution and delivery of this Amended and Restated Agreement. All Additional Shares shall be unlegended and shall not be subject to any stop-transfer restriction. Additionally, without at the need sole option of Genesee and upon written demand from Genesee to LS, LS shall deliver to Genesee an additional 300,000 shares (the "Option Shares"), for a total of 1,800,000 shares in the aggregate, to Genesee, care of Genesee Investments, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ #▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. The Option Shares shall be delivered to Genesee exactly seventy-five (75) days after the written demand is made upon LS. LS shall not deliver the Option Shares sooner than seventy-five (75) days from the written demand by Genesee, and Genesee shall have no ownership interest in the Option Shares until delivery. The Option Shares shall also be unlegended and shall not be subject to any further action on behalf stop-transfer restriction. Genesee agrees not to sell in any trading week hereafter a number of Additional Shares or Option Shares exceeding 50% of the holders number of Convertible Preference shares of common stock of LS that is bought and sold during that trading week. In addition, Genesee agrees not to sell in any 30-day period more than 400,000 Additional Shares or Option Shares. Genesee agrees to provide with confirmations of sales of any Additional Shares or Option Shares at least one each month. All demands, notices or other communications required or permitted herein, including but not limited to the demand for the Option Shares and the confirmation of sales of any Additional Shares or Option Shares, to LS shall be in writing and shall be sent personally, by facsimile or by certified, registered or express mail, postage prepaid, to Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, facsimile number (713) 739-8341, and shall be deemed delivered and given to LS when so sent personally or by facsimile or, if by mail, two days after the date of mailing. If Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ changes addresses or facsimile numbers, or if LS desires that the demands, notices or other communications required or permitted herein be delivered or sent to someone other than Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇, then LS must notify Genesee in writing of the change at the following address: Genesee Holdings, Inc., care of Genesee Investments, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ #▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Unless LS notifies Genesee in writing as set forth above, then all demands, notices or other communications required or permitted herein to LS shall be deemed given and delivered to LS when sent personally or by facsimile or, if by mail, two days after the date of mailing, addressed to Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ at the above address or facsimile number, regardless of whether Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ has changed addresses or facsimile numbers, and regardless of whether LS still desires that Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ continue to act as agent for LS for receipt of the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share splitdemands, share consolidation notices or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such eventcommunications required or permitted herein.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. Upon the occurrence of any Liquidity Event, the Corporation shall give written notice thereof to all Holders of Series F Preferred Stock as of the date of such Liquidity Event, directing such Holders to surrender their certificates representing their Shares in exchange for certificates representing the Common Stock into which such Shares have been converted by reason of such Liquidity Event; and from and after any Liquidity Event
(ia) Conversion pursuant to Section 5A the Shares shall no longer be automatic, without the need outstanding for any further action on behalf of the holders of Convertible Preference Sharespurpose, and regardless shall represent only the right to receive the shares of whether the certificates representing Common Stock into which such shares (if any) are surrendered to the Company or its transfer agent.Shares have been converted by reason of such Liquidity Event, and
(iib) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share splitCorporation shall, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver business days after each Holder's tender to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office Corporation of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Holder's Shares, deliver to such holder or as otherwise specified by such holder a certificate or Holder the certificates representing the shares or securities of Common Stock into which such Holder's Shares have been converted by reason of such Liquidity Event. Upon any optional conversion by any Holder of Shares, such Holder shall give written notice to the Corporation specifying the number of Shares to be converted, and tendering the certificates representing such Shares for exchange for certificates representing the Common Stock into which such Shares resulting from have been converted; and any such optional conversion shall be deemed to be effective as of the date on which the Corporation receives such Holder's notice of conversion, at which time (i) the subject Shares which have been converted shall no longer be outstanding for any purpose, (ii) the shares of Common Stock into which such Shares have been converted shall then be deemed issued and outstanding, and (iii) the Corporation shall deliver to the subject Holder, within five (5) days after the Corporation's receipt of the certificates representing the Shares being converted, the certificates representing the shares of Common Stock into which such Shares have been converted. Any and all shares of Common Stock into which Shares are so convertible or exchangeableconverted pursuant to Section 5.1 above shall, registered in such name or names upon issuance, be duly authorized, validly issued, fully paid and in such denomination or denominations as such holder has specifiednon-assessable.
Appears in 1 contract
Conversion Procedure. To convert a LYON a Holder must satisfy the requirements in paragraph 8 of the LYON▇. ▇▇e date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 5A 14.3 of the Indenture. The Company shall determine such full number of shares and the amounts of the required cash with respect to any fractional share, and shall set forth such information in a certificate delivered to the Conversion Agent. The Person in whose name the certificate is registered shall be automatictreated as a stockholder of record on and after the Conversion Date; provided, without however, that no surrender of a LYON on any date when the need for any further action on behalf stock transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such LYON shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea LYON, such Person shall no longer be a Holder of such LYON. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article Five. On conversion of a LYON, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 701) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 701, the Company later of (x) the date of such exercise and (y) the date on which interest was last paid) of the LYON through the Conversion Date with respect to the converted LYON shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal LYON being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 701) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the LYON being converted pursuant to the provisions hereof. If the Holder converts more than one LYON at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total Principal Amount at Maturity of the Company as permitted herein and if LYON▇ ▇▇▇verted. If the Common Shares resulting from conversion last day on which a LYON may be converted is a day other than a Business Day (a "Legal Holiday"), the LYON may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya LYON that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new LYON in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange LYON surrendered. All shares of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing Stock delivered upon conversion of the LYON▇ ▇▇▇ll be newly issued shares or securities into which the Common Shares resulting treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from conversion are so convertible preemptive rights and free of any lien or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedadverse claim.
Appears in 1 contract
Conversion Procedure. (iThe holder shall effect conversions by --------------------- surrendering the certificate(s) Conversion pursuant representing the Series B Preferred Stock to Section 5A be converted to the corporation, together with a form of conversion notice satisfactory to the corporation, which shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Shareirrevocable. If the Convertible Preference Shares undergo any share splitholder is converting less than all of the shares of Series B Preferred Stock represented by the certificate tendered, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) corporation shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior promptly deliver to the such event.
(iii) At holder a new certificate representing the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within Series B Preferred Stock not converted. Not later than five (5) Business Days following such conversion) the Company shall amend its register of members to effect trading days after the conversion and shall thereafter date, the corporation will deliver to the converting holder:
, (a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(bi) a certificate or certificates certificates, which shall be subject to restrictive legends and trading restrictions required by law, representing the number of shares of Common Shares issuable Stock being acquired upon the conversion; provided, however, that the corporation shall not be obligated to issue such certificates until the Series B Preferred Stock is delivered to the corporation. If the corporation does not deliver such certificate(s) by reason the date required under this paragraph (e)(i), the holder shall be entitled by written notice to the corporation at any time on or before receipt of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect certificate(s), to rescind such conversion.
(va) Value Maintenance and Reset Provision ------------------------------------- The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of common shares that this series of Common Shares issuable upon convertible preferred shares convert into, are initially set as of the conversion date of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole sharethis agreement. The number of shares resulting from such is calculated by taking the conversion shall be determined on ratio and multiplying the basis amount of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and common shares available per preferred share by the number of Common Shares which will result from such aggregate conversionpreferred shares designated by the preferred share certificate attached to this agreement. If However, this number shall be adjusted at the end of each month or upon any date that a demand for conversion would result in any fractional share, occurs. The purpose of this provision is to maintain the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market original underlying value of such fractional share the preferred shares on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization original issuance of the Company as permitted herein and if preferred shares. This will be accomplished using the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedfollowing formula.
Appears in 1 contract
Sources: Loan and Security Agreement (T & G2)
Conversion Procedure. (a) At any time prior to the payment of this Note in full, the holder of this Note may convert all or any portion of the outstanding Accreted Principal Amount (including any accrued and unpaid interest) of this Note into a number of ADSs (excluding any fractional ADS) equal to the quotient obtained by dividing (i) the portion of the Accreted Principal Amount designated by such holder to be converted, by (ii) the Conversion pursuant to Section 5A Rate then in effect.
(b) Except as otherwise expressly provided herein, each conversion of this Note shall be automatic, without the need for any further action on behalf deemed to have been effected as of the holders close of Convertible Preference Shares, and regardless of whether business on the certificates representing such shares (if any) are date on which this Note has been surrendered for conversion to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Sharethe “Conversion Date”). If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted At such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any as such conversion has been effected, the rights of the holder of this Note as such holder to the Convertible Preference Shares converted (as a holder extent of such converted Convertible Preference Shares) the conversion shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicablecease, and the Person or Persons in whose name or names Common Shares the ADSs are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common Sharesthe ADSs represented thereby.
(ivc) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversionbusiness days in the case of clause (i) below), the holder of this Note shall subscribe for the number of Ordinary Shares issuable upon conversion (in whole or in part) of this Note, and the Company shall amend its do the following:
(i) register the issuance to the converting holder of members the number of Ordinary Shares issuable upon conversion (in whole or in part) of this Note (the “Underlying Shares”) in the Company’s share transfer registry;
(ii) issue the Underlying Shares and deposit such Underlying Shares with The Bank of New York Mellon, as depositary (the “Depositary”), in the name and on behalf of the holder of the Note;
(iii) cause the Depositary to effect the conversion issue and shall thereafter deliver to the converting holder:
(a) holder certificates or a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing book-entry transfer for the number of Common Shares issuable by reason ADSs to which Purchaser shall be entitled against deposit of such conversion in such name or names the Underlying Shares, pursuant to the Amended and such denomination or denominations Restated Deposit Agreement dated as of May 14, 2018 (the converting holder has specified“Deposit Agreement”) among the Company, the Depositary and the owners and holders from time to time of the ADSs issued thereunder; and
(civ) payment in cash deliver to the converting holder a new Note representing any portion of the amount payable under Section Error! Reference source not found. below Accreted Principal Amount (including any accrued and unpaid interest) that was represented by the Note surrendered to the Company in connection with respect to such conversion, but which was not converted or which could not be converted because it would have required the issuance of a fractional Ordinary Share. The converting holder shall cooperate with the Company and the Depositary to facilitate the process outlined above, including through the execution of a subscription form for the Ordinary Shares satisfactory to the converting holder and the execution of a power of attorney authorizing the Company to deliver the Underlying Shares to the Depositary on such holder’s behalf.
(vd) If a fractional ADS would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the market price of such fractional share based on the closing price of the ADSs on the New York Stock Exchange (the “Closing Sale Price”) on the Conversion Date.
(e) The issuance of certificates for Common the Underlying Shares and ADSs upon conversion of Convertible Preference Shares this Note shall be made without charge to the holders of such Convertible Preference Shares holder hereof for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesand the related issuance of Underlying Shares and ADSs, unless the tax is due because the holder requests such Underlying Shares and ADSs to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. Upon conversion of each Convertible Preference Sharethis Note, the Company shall take all such actions as are necessary in order to ensure that the Common Ordinary Shares resulting from and ADSs issuable with respect to such conversion shall be duly and validly issued, fully paid, paid and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofnonassessable.
(vif) The Company shall not close its books against the transfer of Convertible Preference Ordinary Shares or Common Shares resulting from ADSs issued or issuable upon conversion of Convertible Preference Shares this Note in any manner that which interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company)this Note.
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Shareholder Loan Agreement (Caisse Des Depots Et Consignations)
Conversion Procedure. (ia) Conversion pursuant Subject to Section 5A shall be automaticmaking any governmental filings or obtaining any required governmental approval prior to or in connection with any conversion of Shares hereunder, without the need for at any further action on behalf time and from time to time, any holder of Series A Preferred or Series B Preferred may convert all or any portion of the holders Series A Preferred or Series B Preferred held by such holder into a number of Convertible Preference Sharesshares of Conversion Stock computed by multiplying the number of Shares to be converted by $100 and dividing the result by the Conversion Price then in effect.
(b) Subject to making any governmental filings or obtaining any required governmental approval prior to or in connection with any conversion of Shares hereunder, at any time and regardless from time to time, any holder of whether Series B Preferred may convert all or any number of the certificates representing Series B Preferred shares held by such shares (if any) are surrendered to the Company or its transfer agentholder into an equal number of Series A Preferred shares.
(ii) Each Convertible Preference Share Except as otherwise provided herein, each conversion of Series A Preferred or Series B Preferred shall be convertible into one Common Sharedeemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series A Preferred or Series B Preferred to be converted have been surrendered for conversion at the principal office of the Company. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) Series A Preferred or Series B Preferred shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares any certificate or certificates for shares of Conversion Stock are to be registered upon issued upon
(iii) The conversion rights of any Share subject to redemption hereunder shall terminate on the Redemption Date for such conversion shall thereby become Share unless the Company has failed to pay to the holder or holders of record thereof the Liquidation Value of such Common SharesShare (plus all accrued and unpaid dividends thereon).
(iv) Notwithstanding any other provision hereof, if a conversion of Series A Preferred or Series B Preferred is to be made in connection with a public offering, a Change in Ownership, a Fundamental Change or other transaction affecting the Company, the conversion of any Shares of Series A Preferred or Series B Preferred may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.
(v) As soon as possible after a conversion has been effected (but in any event within five business days in the case of subparagraph (5a) Business Days following such conversion) below), the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified;
(b) payment in an amount equal to all accrued dividends with respect to each Share converted which have not been paid prior thereto, plus the amount payable under subparagraph (x) below with respect to such conversion; and
(c) payment a certificate representing any Shares of Series A Pre ferred or Series B Preferred which were represented by the certificate or certificates delivered to the Company in cash of the amount payable under Section Error! Reference source connection with such conversion but which were not found. below with respect to such conversionconverted.
(vvi) The Company shall declare the payment of all dividends payable under subparagraph (v)(b) above.
(vii) The issuance of certificates for Common Shares shares of Conversion Stock upon conversion of Convertible Preference Shares Series A Preferred or Series B Preferred shall be made without charge to the holders of such Convertible Preference Shares Series A Preferred or Series B Preferred for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesand the related issuance of shares of Conversion Stock. Upon conversion of each Convertible Preference ShareShare of Series A Preferred or Series B Preferred, the Company shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Conversion Stock issuable with respect to such conversion shall be duly and validly issued, fully paidpaid and nonassessable, and free and clear of all taxes, liens, charges and encumbrances except those created by with respect to the holder issuance thereof.
(viviii) The Company shall not close its books against the transfer of Convertible Preference Shares Series A Preferred, Series B Preferred or Common Shares resulting from of Conversion Stock issued or issuable upon conversion of Convertible Preference Shares Series A Preferred or Series B Preferred in any manner that which interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).of
(viiix) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharesshares of Conversion Stock, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesthe Series A Preferred and Series B Preferred, such number of shares of Common Shares Conversion Stock issuable upon the conversion of all outstanding Convertible Preference SharesSeries A Preferred and Series B Preferred. All Common Shares shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company shall take all such actions as may be necessary to ensure assure that all Common Shares such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that which would cause the number of authorized but unissued Common Shares shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesthe Series A Preferred and Series B Preferred.
(viiix) No If any fractional shares shall result from interest in a share of Conversion Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional shareSeries A Preferred or Series B Preferred, the Company shallCompany, in lieu of such delivering the fractional shareshare therefor, shall pay an amount to the holder thereof an amount in cash equal to the fair market value Market Price of such fractional share on interest as of the date of conversion, as determined in good faith by the Board of Directors.
(ixxi) If there occurs a change in the capitalization shares of the Company as permitted herein and if the Common Shares resulting from Conversion Stock issuable by reason of conversion of Convertible Preference Shares Series A Preferred or Series B Preferred are convertible into or exchangeable for any other shares stock or securities of the Company, the Company shall, at the converting holder’s 's option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common SharesConversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares stock or securities into which the Common Shares resulting from shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. (i) Conversion pursuant to Section 5A shall be automaticTo convert a Note, without a Holder must satisfy the need for any further action on behalf requirements in paragraph 9 of the holders Notes. The date on which the Holder satisfies all of Convertible Preference Sharesthose requirements is the conversion date (the "CONVERSION DATE"). As soon as practicable after the Conversion Date, and regardless of whether the certificates representing such shares (if any) are surrendered Company shall deliver to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If Holder through the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then Conversion Agent a certificate for the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to whole shares of Series D Preferred Stock (including fractional shares) issuable upon the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the conversion. The Person or Persons in whose name or names Common Shares are the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such Person's rights as a Holder shall cease; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to be registered constitute the Person entitled to receive the shares of Series D Preferred Stock upon such conversion shall thereby become as the holder or holders stockholder of record of such Common Shares.
(iv) As soon shares of Series D Preferred Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Series D Preferred Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register stockholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Shareprovided further, the Company shall take all such actions as are necessary in order to ensure however, that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, fully paidas if the stock transfer books of the Company had not been closed. If a Holder converts more than one Note at the same time, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of whole shares of Common Shares Series D Preferred Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance)total Accreted Value of Notes converted. The Company Upon surrender of a Note that is converted in part, the Trustee shall not take any action that would cause authenticate for the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down Holder a new Note equal in Accreted Value to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Securities Purchase Agreement (American Skiing Co /Me)
Conversion Procedure. (iA) Conversion pursuant At any time and from time to Section 5A shall be automatictime, without the need for any further action on behalf Preferred Holder may convert all or any portion of the holders Preferred Company Interests held by such holder into Common Company Interests representing an equivalent percentage of Convertible Preference Shares, and regardless of whether the certificates representing aggregate Company Interest then represented by such shares (if any) are surrendered Preferred Company Interests to the Company or its transfer agentbe converted.
(iiB) Each Convertible Preference Share Except as otherwise provided herein, each conversion of Preferred Company Interests shall be convertible into one Common Share. If deemed to have been effected as of the Convertible Preference Shares undergo any share split, share consolidation close of business on the date on which the holder or other similar recapitalization, then the provisions holders of this Section 5B(ii) shall be appropriately adjusted such that a holder Company Interest delivers notice of Convertible Preference Shares shall receive upon such conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) principal office of the Company. At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (Preferred Holder as a holder of such converted Convertible Preference Shares) Preferred Company Interests shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names any Common Shares Company Interests are to be registered reflected in the Company's books and records upon such conversion shall thereby be deemed to have become the holder or holders of record of such the Common SharesCompany Interests represented thereby.
(ivC) Notwithstanding any other provision hereof, if a conversion of Preferred Company Interests is to be made in connection with a Public Offering, a Change in Control, a Fundamental Change or other transaction affecting the Company, the conversion of any Preferred Company Interests may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.
(D) As soon as possible after a conversion has been effected (but in any event within five business days in the case of subparagraph (5I) Business Days following such conversion) below), the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(aI) a notice stating that written confirmation signed by the Convertible Preference Shares have been converted president and that any certificates evidencing Convertible Preference Shares must be surrendered at the office secretary of the Company;
(b) a certificate or certificates representing Company confirming the number issuance of the Common Shares Company Interests issuable by reason of such conversion in such name or names and such denomination or denominations amounts as the converting holder has specified; and
(cII) payment in cash of the amount payable under of all Distributions declared pursuant to Section Error! Reference source not found. below 3.6(a) remaining unpaid with respect to such conversionthe Preferred Company Interests to be converted.
(vE) The issuance of certificates for Common Shares Company Interests upon conversion of Convertible Preference Shares Preferred Company Interests shall be made without charge to the holders of such Convertible Preference Shares Preferred Holders for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into and the related recording of the Common SharesCompany Interests. Upon conversion of each Convertible Preference SharePreferred Company Interest, the Company shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Company Interests issuable with respect to such conversion shall be duly and validly issued, fully paidpaid and nonassessable, and free and clear of all taxes, liens, charges and encumbrances except those created by with respect to the holder issuance thereof.
(viF) The Company shall not close its books against the transfer of Convertible Preference Shares Preferred Company Interests or of Common Shares resulting from Company Interests issued or issuable upon conversion of Convertible Preference Shares Preferred Company Interests in any manner that which interferes with the timely conversion of Convertible Preference SharesPreferred Company Interests. The Company shall assist and cooperate with any holder of Convertible Preference Shares Holder required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares Preferred Company Interests hereunder (including, without limitation, making any filings required to be made by the Company).
(viiG) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure assure that all Common Shares Company Interests may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesregulation.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Heartland Technology Inc)
Conversion Procedure. (i) At any time and from time to time, any holder of any series of Preferred Stock may convert all or any portion of such Preferred Stock held by such holder into a number of shares of Conversion pursuant Stock computed by multiplying the number of Shares to Section 5A shall be automaticconverted by the actual purchase price paid to the Corporation or any predecessor entity, without including but not limited to ▇▇▇▇▇ Respiratory Therapeutics, Inc., a Texas corporation formerly known as ▇▇▇▇▇ Laboratories, Inc., upon the need for any further action on behalf issuance of the holders of Convertible Preference such Shares, and regardless dividing the result by the Conversion Price then in effect. In the event that a holder of whether Shares holds Shares purchased at different prices, the certificates representing such shares (if any) are surrendered price deemed applicable to specific Shares converted shall, for purposes of the preceding sentence, be as specified by the holder to the Company or its transfer agentCorporation in a written certificate, to the extent not inconsistent with the Corporation's books and records.
(ii) Each Convertible Preference Share Except as otherwise provided herein, each conversion of Preferred Stock shall be convertible into one Common Sharedeemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Preferred Stock to be converted have been surrendered for conversion at the principal office of the Corporation. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) Preferred Stock shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares any certificate or certificates for shares of Conversion Stock are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of the shares of Conversion Stock represented thereby.
(iii) The conversion rights of any Share subject to redemption hereunder shall terminate on the Redemption Date for such Common SharesShare unless the Corporation has failed to pay to the holder thereof the full amount payable with respect to such Share.
(iv) Notwithstanding any other provision hereof, if a conversion of Preferred Stock is to be made in connection with a Public Offering or other transaction affecting the Corporation, the conversion of any Shares may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.
(v) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) business days), the Company Corporation shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified;
(b) the amount of all dividends declared pursuant to Section 1B remaining unpaid with respect to the Shares to be converted, plus the amount payable under Section 6A(ix) below with respect to such conversion; and
(c) payment a certificate representing any Shares which were represented by the certificate or certificates delivered to the Corporation in cash of the amount payable under Section Error! Reference source connection with such conversion but which were not found. below with respect to such conversionconverted.
(vvi) The issuance of certificates for Common Shares shares of Conversion Stock upon conversion of Convertible Preference Shares Preferred Stock shall be made without charge to the holders of such Convertible Preference Shares Preferred Stock for any issuance or stamp tax in respect thereof or other cost incurred by the Company Corporation in connection with such conversion into Common Sharesand the related issuance of shares of Conversion Stock. Upon conversion of each Convertible Preference ShareShare of Preferred Stock, the Company Corporation shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Conversion Stock issuable with respect to such conversion shall be duly and validly issued, fully paidpaid and nonassessable, and free and clear of all taxes, liens, charges and encumbrances except those created by with respect to the holder issuance thereof, and the Conversion Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.
(vivii) The Company Corporation shall not close its books against the transfer of Convertible Preference Shares Preferred Stock or Common Shares resulting from of Conversion Stock issued or issuable upon conversion of Convertible Preference Shares Preferred Stock in any manner that which interferes with the timely conversion of Convertible Preference SharesPreferred Stock. The Company Corporation shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the CompanyCorporation).
(viiviii) The Company Corporation shall at all times reserve and keep available out of its authorized but unissued Common Sharesshares of Conversion Stock, solely for the purpose of issuance upon the conversion of Convertible Preference SharesPreferred Stock, such number of shares of Common Shares Conversion Stock issuable upon the conversion of all outstanding Convertible Preference SharesPreferred Stock. All Common Shares shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company Corporation shall take all such actions as may be necessary to ensure assure that all Common Shares such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares shares of Conversion Stock may be listed (except for official notice of issuance issuances which shall be immediately delivered by the Company Corporation upon each such issuance). The Company Corporation shall not take any action that which would cause the number of authorized but unissued Common Shares shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsPreferred Stock.
(ix) If there occurs any fractional interest in a change in share of Conversion Stock would, except for the capitalization provisions of this Section, be delivered upon any conversion of the Company Preferred Stock, the Corporation, in lieu of delivering the fractional share therefor, shall pay an amount to the holder thereof equal to the Market Price of such fractional interest as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender date of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedconversion.
Appears in 1 contract
Sources: Merger Agreement (Adams Respiratory Therapeutics, Inc.)
Conversion Procedure. To convert a Note, a Holder must satisfy the requirements in the Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). The Conversion Agent shall notify the Company of the Conversion Date within one Business Day following the Conversion Date. Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Trustee, written notice of whether such Note shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 5A 3.03 hereof. If the Company shall have notified the Holder that all of such Note shall be automaticconverted into shares of Common Stock, without the need Company shall deliver to the Holder through the Conversion Agent, as promptly as practicable but in any event no later than the fifth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock deliverable upon the conversion and cash in lieu of any further action on behalf fractional share determined pursuant to Section 11.03 hereof. Except as provided in the last sentence in the third paragraph of Section 11.01 hereof, if the holders Company shall have notified the Holder that all or a portion of Convertible Preference Sharessuch Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Note the amount of cash payable with respect to such Note no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion and regardless cash in lieu of whether any fractional share determined pursuant to Section 11.03 hereof. Except as provided in the certificates last sentence in the third paragraph of Section 11.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Note once the Company has notified the Holder in accordance with this paragraph. If shares of Common Stock are delivered as consideration, then the person in whose name the certificate representing such shares (if any) are surrendered to registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall effective to constitute the person or persons entitled to receive upon conversion the same number shares of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Note shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Note, such person shall no longer be a Holder of such Note. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Note, that portion of accrued Original Issue Discount, cash interest, if any, Contingent Cash Interest, if any, attributable to the Company period from the Issue Date of the Note through but not including the Conversion Date, with respect to the converted Note shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount Note being converted pursuant to the provisions hereof (except to the extent that semiannual and Contingent Cash Interest are paid in cash equal to as provided in the Notes); and such cash, if any, and/or the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount, cash interest, if any, or Contingent Cash Interest, if any, accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest, as of such date, will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total Principal Amount at Maturity of the Company as permitted herein and if Notes converted. If the Common Shares resulting from conversion last day on which a Note may be converted is a Legal Holiday, the Note may be surrendered on the next succeeding day that is not a Legal Holiday. Upon surrender of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Companya Note that is converted in part, the Company shallshall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in Principal Amount at Maturity to the converting holder’s option, upon surrender unconverted portion of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedNote surrendered.
Appears in 1 contract
Conversion Procedure. (ia) Conversion pursuant to Section 5A Except as otherwise provided herein, each conversion of Preferred Stock shall be automatic, without the need for any further action on behalf deemed to have been effected as of the holders close of Convertible Preference Shares, and regardless of whether business on the date on which the certificate or certificates representing such shares (if any) are the Series I Preferred Stock to be converted have been surrendered to for conversion at the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Shareprincipal office of the Corporation. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) Series I Preferred Stock shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares any certificate or certificates for shares of Conversion Stock are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common Sharesthe shares of Conversion Stock represented thereby.
(ivb) Notwithstanding any other provision hereof, if a conversion of Preferred Stock is to be made in connection with a transaction affecting the Corporation, the conversion of any shares of Series I Preferred Stock may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated.
(c) As soon as possible after a conversion has been effected (but in any event within five three (53) Business Days following such conversionin the case of subparagraph (A) below), the Company Corporation shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) i. a certificate or certificates representing the number of Common Shares shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and;
(c) ii. payment in cash of the any amount payable under Section Error! Reference source not found. subparagraph (viii) below with respect to such conversion; and
iii. a certificate representing any Shares, which were represented, by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.
(vd) The issuance of certificates for Common Shares representing shares of Conversion Stock upon conversion of Convertible Preference Shares Preferred Stock shall be made without charge to the holders of such Convertible Preference Shares Preferred Stock for any issuance or stamp tax in respect thereof or other cost incurred by the Company Corporation in connection with such conversion into Common Sharesand the related issuance of shares of Conversion Stock. Upon conversion of each Convertible Preference Shareshare of Series I Preferred Stock, the Company Corporation shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Conversion Stock issuable with respect to such conversion shall be duly and validly issued, fully paidpaid and nonassessable, and free and clear of all taxes, liens, charges and encumbrances except those created by with respect to the holder issuance thereof.
(vie) The Company Corporation shall not close its books against the transfer of Convertible Preference Shares Preferred Stock or Common Shares resulting from of Conversion Stock issued or issuable upon conversion of Convertible Preference Shares the Series I Preferred Stock in any manner that manner, which interferes with the timely conversion of Convertible Preference Sharesthe Series I Preferred Stock. The Company Corporation shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the CompanyCorporation).
(viif) The Company Corporation shall at all times after the Conversion Time reserve and keep available out of its authorized but unissued Common Sharesshares of Conversion Stock, solely for the purpose of issuance upon the conversion of Convertible Preference Sharesthe Series I Preferred Stock, such number of shares of Common Shares Conversion Stock issuable upon the conversion of all outstanding Convertible Preference SharesPreferred Stock. All Common Shares which shares of Conversion Stock that are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company Corporation shall take all such actions as may be necessary to ensure assure that all Common Shares such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company Corporation upon each such issuance). The Company Corporation shall not take any action that would cause the number of authorized but unissued Common Shares shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesthe Preferred Stock.
(viiig) No If any fractional shares shall result from interest in a share of Conversion Stock would, except for the provisions of this subparagraph, be delivered upon any conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional shareSeries I Preferred Stock, the Company shallCorporation, in lieu of such delivering the fractional shareshare therefore, shall pay an amount to the holder thereof an amount in cash equal to the fair market value Market Price of such fractional share on interest as of the date of conversion, as determined in good faith by the Board of Directors.
(ixh) If there occurs a change in the capitalization shares of Conversion Stock issuable by reason of conversion of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares Series I Preferred Stock are convertible into or exchangeable for any other shares stock or securities of the CompanyCorporation, the Company Corporation shall, at the converting holder’s 's option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common SharesConversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares stock or securities into which the Common Shares resulting from shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. To convert a Security, a Holder must (i) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.4 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the conversion date. As soon as practicable after the conversion date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share4.5. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names Common Shares are the certificate is registered shall be deemed to be registered a stockholder of record on the conversion date; PROVIDED, HOWEVER, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest and the next interest payment date, then, notwithstanding such conversion, the Company shall take all interest payable on such actions as are necessary in order to ensure that the Common Shares resulting from such conversion interest payment date shall be duly and validly issuedpaid to the Holder of such Security on such record date. In such event, fully paidsuch Security, and free and clear when surrendered for conversion, must be accompanied by delivery of all taxesa check or draft payable to the Conversion Agent in an amount equal to the interest payable on such interest payment date on the portion so converted. If such payment does not accompany such Security, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company Security shall not close its books against be converted; PROVIDED, HOWEVER, that no such check or draft shall be required if such Security has been called for redemption on a redemption date within the transfer period between and including such record date and such interest payment date, or if such Security is surrendered for conversion on the interest payment date. If the Company defaults in the payment of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with interest payable on the timely conversion of Convertible Preference Sharesinterest payment date, the Conversion Agent shall repay such funds to the Holder. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingIf a Holder converts more than one Security at the same time, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock issuable upon the conversion shall be based on the aggregate principal amount of all outstanding Convertible Preference SharesSecurities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security equal in principal amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSecurity surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (Pinnacle Holdings Inc)
Conversion Procedure. To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder of Securities satisfies all those requirements is the conversion date (i) the "CONVERSION DATE"). Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in Cash. If the Company shall have notified the Holder that such Security shall be converted into shares of Common Stock, the Company shall deliver to the Holder no later than the seventh Business Day following the Conversion Date a certificate for the number of full shares of Common Stock issuable upon the conversion and Cash in lieu of any fractional share determined pursuant to Section 5A 11.03 hereof. Except as provided in Section 11.01 hereof, if the Company shall have notified the Holder that such Security shall be automaticpaid in Cash, without the need for Company shall deliver to the Holder surrendering such Security the amount of Cash payable with respect to such Security on the fifth Business Day following such Conversion Date. Except as provided in Section 11.01 hereof, the Company may not change its election with respect to the consideration to be delivered upon conversion of a Security once the Company has notified the Holder in accordance with this paragraph. The Person in whose name the certificate is registered shall be treated as the stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Security on any further action on behalf date when the stock transfer books of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) closed shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior effective to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such Person shall no longer be a Holder of such Security. No payment on the Securities or adjustment of the Conversion Rate will be made for dividends on or other distributions with respect to any Common Stock except as provided in this Article 11. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised the option provided for in Section 12.01 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01 hereof, the Company later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall take all such actions as are necessary not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the Holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion Cash payment, if any, in lieu of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or fractional shares) in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely exchange for the purpose of issuance upon Security being converted pursuant to the conversion of Convertible Preference Sharesprovisions hereof. If a Holder converts more than one Security at the same time, such the number of shares of Common Shares Stock issuable or Cash paid upon the conversion shall be based on the total Principal Amount of all outstanding Convertible Preference Sharesthe Securities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security in an authorized denomination equal in Principal Amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversionSecurity surrendered. If the conversion would result last day on which a Security may be converted is a Legal Holiday in any fractional sharea place where a Conversion Agent is located, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal Security may be surrendered to the fair market value of such fractional share that Conversion Agent on the date of conversion, as determined in good faith by the Board of Directorsnext succeeding day that it is not a Legal Holiday.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. To convert a Security a Holder must satisfy the requirements in paragraph 9 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (i) the "Conversion Date"). Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, written notice of whether such Security shall be converted into shares of Common Stock or paid in cash. If the Company shall have notified the Holder that such Security shall be converted into shares of Common Stock, the Company shall deliver to the Holder as soon as practicable, but in any event no later than the seventh Business Day following the Conversion Date, in book-entry form the number of full shares of Common Stock issuable upon the conversion and the Conversion Agent shall deliver to such Holder cash in lieu of any fractional share determined pursuant to Section 5A 11.03. Except as provided in Section 11.01, if the Company shall have notified the Holder that such Security shall be automaticpaid in cash, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered Company shall deliver to the Holder surrendering such Security the amount of cash payable with respect to such Security no later than the fifth Business Day following such Conversion Date. Except as provided in Section 11.01, the Company or may not change its transfer agent.
(ii) Each Convertible Preference Share shall election with respect to the consideration to be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive delivered upon conversion of a Security once the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to Company has notified the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons Holder in accordance with this paragraph. The person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or names persons entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; provided, further, that such conversion shall be at the Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such person shall no longer be a Holder of such Security. Holders may surrender a Security for conversion by means of book entry delivery in accordance with paragraph 9 of the Securities and the regulations of the applicable book entry facility. No payment or adjustment will be made for dividends on any Common Stock except as provided in this Article XI. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in Section 12.01) attributable to the period from the Issue Date (or, if the Company has exercised the option provided for in Section 12.01, the Company later of (x) the date of such exercise and (y) the date on which interest was last paid) of the Security through the Conversion Date with respect to the converted Security shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion not be cancelled, extinguished or forfeited, but rather shall be duly and validly issued, fully paid, and free and clear deemed to be paid in full to the Holder thereof through delivery of all taxes, liens, charges and encumbrances except those created by the holder thereof.
shares of Common Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion cash payment, if any, in lieu of Convertible Preference Shares. The Company shall assist and cooperate with any holder fractional shares) or of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or cash, as the case may be, in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely exchange for the purpose of issuance upon Security being converted pursuant to the conversion of Convertible Preference Sharesprovisions hereof. If the Holder converts more than one Security at the same time, such the number of shares of Common Shares Stock issuable upon the conversion shall be computed based on the total Principal Amount of all outstanding Convertible Preference Sharesthe Securities converted. All Common Shares which are so issuable shallUpon surrender of a Security that is converted in part, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security in an authorized denomination equal in Principal Amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversionSecurity surrendered. If the conversion would result last day on which a Security may be converted is a Legal Holiday in any fractional sharea place where the Conversion Agent is located, the Company shall, in lieu of Security may be surrendered to such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share Conversion Agent on the date of conversion, as determined in good faith by the Board of Directorsnext succeeding day that is not a Legal Holiday.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (Brightpoint Inc)
Conversion Procedure. (a) To convert a Note (or any portion thereof) into shares of Common Stock on any date (the “Conversion Date”), a Holder must (i) Conversion pursuant to Section 5A shall be automatic, without complete and manually sign the need for any further action conversion notice on behalf the back of the holders Note (or a facsimile of Convertible Preference Sharesthe conversion notice) specifying the Principal Amount of such Note such Holder seeks to convert and deliver such notice and deliver such documentation (a “Notice of Conversion”) to a Conversion Agent, (ii) surrender the Note to a Conversion Agent, (iii) furnish appropriate endorsements and regardless of whether the certificates representing such shares transfer documents if required by a Registrar or a Conversion Agent and (iv) pay any transfer or similar tax, if any) are surrendered to the Company or its transfer agentrequired.
(iib) Each Convertible Preference The Company will, as soon as practicable after the Conversion Date, but in no event later than two (2) Trading Days following the delivery of a Notice of Conversion (the “Share Delivery Date”) issue, or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock, if any, to which such Holder shall be convertible into one entitled. The Person or Persons entitled to receive such Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) Stock upon such conversion shall be appropriately adjusted treated for all purposes as the record holder or holders of such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effectedStock, the rights as of the holder close of business on the applicable Conversion Date; provided, however, that no surrender of a Note on any date when the stock transfer books of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) Company shall cease and such converted Convertible Preference Shares be closed shall cease be effective to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered holder or holders thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure provided further that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion in full of a Note, fully paidsuch Person shall no longer be a Holder of such Note. Except as otherwise provided in Section 13.06, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares no payment or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to adjustment will be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of dividends or distributions on shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so Stock issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result a Note. All Notes or portions thereof surrendered for conversion during the period from the conversion close of any Convertible Preference Shares, and business on the number Record Date to the opening of Common Shares resulting from such conversion business on the immediately following Interest Payment Date shall be rounded down accompanied by payment, in funds acceptable to the nearest whole share. The number Company, of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of interest otherwise payable on such fractional share Interest Payment Date on the date of conversion, as determined in good faith by the Board of DirectorsPrincipal Amount being converted.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (FP Technology, Inc.)
Conversion Procedure. So long as any Trust Securities are outstanding, in order to convert Securities into Common Stock, the Holder, or its authorized agent, shall, upon receipt of notice from the conversion agent under the Declaration of a notice of conversion thereunder, (i) elect to convert an equivalent aggregate principal amount of the Securities then held by it into shares of Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Securities to be converted and the name or names in which the shares of Common Stock are to be issued and (ii) deliver such Common Stock to the Property Trustee for distribution to the holders of the Trust Securities so converted. Upon such delivery, the Conversion Agent shall notify the trustee under the Xerox Funding Indenture of such conversion whereupon an equivalent aggregate principal amount of Xerox Funding Debentures shall be deemed to have been paid in full in accordance with the provisions of the Xerox Funding Indenture. On and after the date on which Trust Securities are no longer outstanding, if any Xerox Funding Debentures are outstanding, the Holder, or its authorized agent, shall, upon receipt of notice from the conversion agent under the Xerox Funding Indenture of a notice of conversion thereunder, (i) elect to convert an equivalent aggregate principal amount of the Securities then held by it into shares of Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Securities to be converted and the name or names in which the shares of Common Stock are to be issued and (ii) deliver such Common Stock to the trustee under the Xerox Funding Indenture for distribution to the holders of the Xerox Funding Debentures so converted. If any Trust Securities or Xerox Funding Debentures are outstanding, the Holder agrees that it will not elect to convert any of its Securities other than as provided above. On and after the date on which the Trust Securities and the Xerox Funding Debentures are no longer outstanding, in order to convert Securities into Common Stock, the Holder of such Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Securities on behalf of such Holder, together, if the Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock are to be issued and (ii) direct the Conversion Agent to immediately convert such Securities into Common Stock and, if applicable, other securities, cash or property (at the Conversion Rate specified in the preceding paragraph) and any cash in lieu of any fractional share determined pursuant to Section 5A 16.03. The Company will not make, nor will it be required to make, any payment, allowance or adjustment upon any conversion on account of any unpaid interest, whether or not in arrears, accrued on the Securities surrendered for conversion, or on account of any accrued and unpaid dividends on the shares of Common Stock issued upon such conversion. Securities shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered deemed to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had been converted its Convertible Preference Shares immediately prior to the close of business on the day on which an irrevocable Notice of Conversion relating to such event.
Securities is received by the Conversion Agent in accordance with the foregoing provisions (iii) At the time any such conversion has been effected"Conversion Date"). As promptly as practicable on or after the Conversion Date, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members issue and deliver (or cause the transfer agent for the Common Stock to effect the conversion and shall thereafter deliver to the converting holder:
(adeliver) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) Conversion Agent a certificate or certificates representing for the number of full shares of Common Shares Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by reason the Holder in the Notice of Conversion, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. The Person in whose name the certificate is registered shall be treated as a stockholder of record as of the close of business on the Conversion Date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion in such name or names and such denomination or denominations as the converting record holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the or holders of such Convertible Preference Shares shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for any issuance or stamp tax all purposes at the close of business on the next succeeding day on which such stock transfer books are open; and such conversion shall be at the Conversion Rate in respect thereof or other cost incurred by effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company in connection with such conversion into Common Shareshad not been closed. Upon conversion of each Convertible Preference Sharea Security, such Person shall no longer be a holder of such Security. Holders of any Security at the Company close of business on any record date for any payment on such security will be entitled to receive the amount of such payment notwithstanding such Security having been converted following such record date but on or prior to such payment date. No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article XVI. On conversion of a Security, that portion of accrued interest attributable to the period from the Issue Date of the Security through the Conversion Date with respect to the converted Security shall take all such actions as are necessary not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in order full to ensure that the holder thereof through delivery of the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
Stock (vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes together with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (includingcash payment, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shallif any, in lieu of such fractional share, pay shares) in exchange for the holder thereof an amount in cash equal Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional share shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Security being converted pursuant to the provisions hereof. If the holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization total principal amount of the Company Securities converted. If the last day on which a Security may be converted is a Legal Holiday, the Security may be surrendered on the next succeeding Business Day that is not a Legal Holiday; provided, however, the Security shall be deemed to have been converted and surrendered as permitted herein and if of such last day, notwithstanding the Common Shares resulting from conversion occurrence of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities a Legal Holiday on such day. Upon surrender of the Companya Security that is converted in part, the Company shallshall execute, at and the converting Trustee shall authenticate and deliver to the holder’s option, upon surrender a new Security in an authorized denomination equal in principal amount to the unconverted portion of the Convertible Preference Shares Security surrendered. All shares of Common Stock delivered upon any conversion of any Restricted Security shall bear a restrictive legend substantially in the form of the legend required to be converted set forth on such Restricted Security and shall be subject to the restrictions on transfer provided by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names legend and in such denomination or denominations as such holder has specifiedSection 2.07(a) hereof.
Appears in 1 contract
Sources: Indenture (Xerox Corp)
Conversion Procedure. (i) Conversion of the Series A Preferred Stock upon election of the Required Holders pursuant to Section 5A 6(a)(iii) shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered effected by delivery to the Company by the Required Holders of a written notice stating the election of such holders to convert the Series A Preferred Stock. In the event the notice shall specify any name or its names other than that of the converting holder, the notice shall be accompanied by documents confirming ownership, reflecting compliance with the securities laws and, if applicable, payment of all transfer agenttaxes payable upon issuance of the shares of Common Stock in such name or names. Other than such taxes, the Company shall pay any and all issuance and other taxes (excluding taxes based on income) that may be payable with respect to the issuance and/or delivery of shares of Common Stock on conversion of Series A Preferred Stock. As promptly as practicable (but in no event more than 5 days, or within 5 days after the completion of any appraisal requested by the Required Holders or obtained by the Company, as applicable, pursuant to Section 6(c)) after receipt by the Company of the written notice of conversion from the Required Holders, the Company shall (i) deliver notice of conversion of the Series A Preferred Stock to all holders thereof, and (ii) if the notice shall (or another recipient shall) specify any name or names other than that of the converting holder, the requisite documents confirming ownership, reflecting compliance with the securities laws and payment of all transfer taxes required to be paid hereunder by the converting holder (or the demonstration to the satisfaction of the Company that such taxes have been paid or are not applicable), the Company shall deliver or cause to be delivered the number of validly issued, fully paid and nonassessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Stock to which each converting holder or other recipient shall be entitled pursuant to Section 6(b) hereof.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If A conversion upon election of the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Required Holders pursuant to Section 5B(ii6(a)(iii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares deemed effective immediately prior to the open of business on the date of the respective written notice to the Company. However, the Required Holders may specify conversion upon a future date or event, such eventas the fifth anniversary of the Effective Date. Upon conversion, the rights of the converting holder with respect to the shares being converted shall terminate, except for the right to receive the shares of Common Stock issuable upon conversion, and the person entitled to receive the shares of Common Stock so issuable shall be treated for all purposes as having become the record holder of such shares of Common Stock at the time of issuance. In the event the written notice for conversion is delivered on a day the transfer books of the Company for its Common Stock are closed, the conversion shall be deemed to have occurred upon the close of business on the first immediately preceding date on which such transfer books are open.
(iii) At the time In connection with any such conversion has been effectedListing Event or Change of Control, the rights Company shall deliver or cause to be delivered the number of validly issued, fully paid and nonassessable whole shares (that is, any fraction of a share a holder would otherwise be entitled to receive shall be rounded up to the nearest whole share) of Common Stock to which each holder of Series A Preferred Stock shall be entitled pursuant to Section 6(b) hereof or, if applicable with respect to a Change of Control, the Convertible Preference Shares converted (as a amount of securities, cash or other property to which each holder of such converted Convertible Preference Shares) Series A Preferred Stock shall cease and such converted Convertible Preference Shares shall cease be entitled pursuant to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common SharesSection 6(e)(vii), as applicablepromptly as practicable (but in no event more than 5 days after the earliest day upon which the number of whole shares of Common Stock or securities, and the Person cash or Persons in whose name or names Common Shares are to other property can be registered upon such conversion shall thereby become the holder or holders of record of such Common Sharesdetermined).
(iv) As soon Upon the vote or written consent of the Required Holders, voting together as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company class, all then outstanding shares of Series A Preferred Stock shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been be converted and that any certificates evidencing Convertible Preference Shares must be surrendered into Common Stock at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversionthen applicable Conversion Rate.
(v) The issuance shares of certificates for Common Shares Stock issuable upon conversion of Convertible Preference Shares shares of Series A Preferred Stock, when issued in accordance with the terms hereof, are hereby declared to be, and shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Sharebe, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, paid and free and clear nonassessable shares of all taxes, liens, charges and encumbrances except those created by Common Stock in the holder hands of the holders thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in In connection with any conversion Triggering Event, if the Conversion Value Per Share of Convertible Preference Shares hereunder (includingSeries A Preferred Stock is zero, the Series A Preferred Stock will be automatically deemed cancelled without limitation, making any filings required further consideration and shall cease to be made by the Company)outstanding.
(vii) The Company Notwithstanding Section 6(b) hereof, if, in connection with a Change of Control, the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then, in connection with any such Change of Control, each share of Series A Preferred Stock shall at all times reserve be convertible, in lieu of Common Stock, into the kind and keep available out amount of its authorized but unissued Common Sharessecurities, solely for cash or other property which a holder of the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion Stock into which such share of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that Series A Preferred Stock would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are have been convertible into or exchangeable for any other shares or securities in connection with such Change of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares Control would have been entitled to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver receive pursuant to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedChange of Control.
Appears in 1 contract
Sources: Master Modification Agreement (Behringer Harvard Reit I Inc)
Conversion Procedure. (a) To convert a Term Note or portion thereof, a Lender must (i) Conversion pursuant to Section 5A shall be automaticcomplete and sign the notice set forth as Exhibit G hereto, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted surrender such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior Term Note to the such event.
Borrower and (iii) At furnish appropriate endorsements and transfer documents if reasonably required by the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common SharesBorrower.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) As promptly as practicable after the surrender of a Term Note in compliance with this Section 8.2, the Borrower shall issue and deliver to the Lender so surrendering such Term Note, or on such Lender's written order, a certificate or of certificates representing for the number of Common Shares issuable by reason of such conversion in such name or names whole and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of fractional shares of Common Shares Series B Special Preferred Stock issuable upon the conversion of all outstanding Convertible Preference Sharessuch Term Note or portion thereof in accordance with the provisions of this Article 8. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which If a Term Note shall be immediately delivered by surrendered for partial conversion, the Company upon each Borrower shall execute and deliver to the Lender so surrendering such issuance). The Company shall not take any action that would cause Term Note without charge to such Lender, a new Term Note in an aggregate principal amount equal to the number unconverted portion of authorized but unissued Common Shares the surrendered Term Note with no other changes in or to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Sharesterms thereof.
(viiic) No fractional shares Each conversion shall result from be deemed to have been effected on the conversion of any Convertible Preference Sharesdate on which the Term Note shall have been surrendered in compliance with this Section 8.2, and the number of Common Shares resulting from Person in whose name any certificate or certificates issuable upon such conversion shall be rounded down deemed to have become on said date the nearest whole share. The number holder of record of the shares resulting from represented thereby; provided, however, that any such surrender on any date when the stock transfer books of the Borrower shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result Conversion Price in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share effect on the date upon which the Term Note shall have been surrendered. The Borrower shall deliver certificates for shares of conversion, Series B Special Preferred Stock reflecting such conversion as determined in good faith directed by the Board of Directors.
(ix) If there occurs a change in converting Lender not later than 48 hours after the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered Term Note in such name or names and in such denomination or denominations as such holder has specifiedaccordance herewith.
Appears in 1 contract
Sources: Credit Agreement (Internationale Nederlanden Capital Corp)
Conversion Procedure. (i) Conversion As soon as practicable following any conversion pursuant to Section 5A 5.2, written notice shall be automatic, without delivered to the need for any further action Holder at the address last shown on behalf the records of the holders of Convertible Preference Shares, and regardless of whether Company for the certificates representing such shares (if any) are surrendered Holder or given by the Holder to the Company for the purpose of notice or, if no such address appears or its transfer agent.is given, at the place where the principal executive office of the Company is located, notifying the Holder of the conversion to be effected and specifying the principal amount of the Note to be converted, the date on which such conversion is expected to occur and requesting the Holder to surrender to the Company, in the manner and at the place designated, the Note. Notwithstanding the foregoing, the failure of the Company to deliver any certificate or certificates for such shares of Class B Common Stock or Series D Preferred Stock shall not affect the effectiveness or validity of any conversion of this Note pursuant to Section 5.1 or 5.2 hereof
(ii) Each Convertible Preference Share Upon conversion of this Note pursuant to this Section 5, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company. At its expense, the Company shall, as soon as practicable thereafter, issue and deliver to the Holder at such principal office a certificate or certificates for the number of Conversion Shares to which the Holder shall be convertible into one Common Share. If entitled upon such conversion (bearing the Convertible Preference Shares undergo legends set forth in Section 8 hereof and any share splitother legends required by applicable state and federal securities laws in the opinion of counsel to the Company), share consolidation or together with any other similar recapitalization, then securities and property to which the provisions Holder is entitled upon such conversion under the terms of this Section 5B(ii) shall be appropriately adjusted such that Note, including a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior check payable to the such eventHolder for any cash amounts payable as described in Section 5.5.
(iii) At the time any such Any conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) this Note shall cease and such converted Convertible Preference Shares shall cease be deemed to have been made immediately prior to the rights and restrictions of Convertible Preference Shares provided hereby and shall convert conversion pursuant to and become Common Shares, as applicableSection 5.1 or 5.2, and on and after such date the Person or Persons in whose name or names Common Shares are entitled to be registered receive the shares issuable upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations treated for all purposes as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the record holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversionshares. If the conversion would result is in any fractional shareconnection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shallmay, at the converting holder’s option, upon surrender option of the Convertible Preference Shares to Holder, be converted by such holder as provided herein together conditioned upon the closing with any notice, statement or payment required to effect such conversion or exchange the underwriters of Common Shares, deliver the sale of securities pursuant to such holder or as otherwise specified by offering, in which event the Holder shall not be deemed to have converted the principal amount of this Note until immediately prior to the closing of such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedsale of securities.
Appears in 1 contract
Sources: Convertible Promissory Note (Northpoint Communications Group Inc)
Conversion Procedure. To convert a Note, a Holder must satisfy the requirements in Section 8 of the Notes. The date on which the Holder satisfies all of those requirements is the conversion date (i) the "CONVERSION DATE"). As soon as practicable after the Conversion Date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share4.03 hereof. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the The Person or Persons in whose name or names the certificate is registered shall become the stockholder of record on the Conversion Date and, as of such date, such Person's rights as a Holder shall cease; PROVIDED, HOWEVER, that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person entitled to receive the shares of Common Shares are to be registered Stock upon such conversion shall thereby become as the holder or holders stockholder of record of such shares of Common Shares.
(iv) As soon Stock on such date, but such surrender shall be effective to constitute the Person entitled to receive such shares of Common Stock as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register stockholder of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered record thereof for all purposes at the office close of business on the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of next succeeding day on which such conversion in such name or names and such denomination or denominations as the converting holder has specifiedstock transfer books are open; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference SharePROVIDED FURTHER, the Company shall take all such actions as are necessary in order to ensure HOWEVER, that the Common Shares resulting from such conversion shall be duly and validly issuedat the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, fully paidas if the stock transfer books of the Company had not been closed. No payment or other adjustment shall be made for accrued interest or dividends or distributions on any Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after any record date for the payment of an installment of interest but before the next interest payment date, and free and clear interest for such notes will be paid on the next interest payment date, notwithstanding such conversion, to the Holders of all taxessuch Notes. Any Notes that are, lienshowever, charges and encumbrances delivered to the Company for conversion after any record date but before the next interest payment date must, except those created as described in the next sentence, be accompanied by a payment equal to the holder thereof.
(vi) interest payable on such interest payment date on the principal amount of Notes being converted. The payment to the Company described in the preceding sentence shall not close its books against be required if, during that period between a record date and the transfer of Convertible Preference Shares next interest payment date, a conversion occurs on or Common Shares resulting from conversion of Convertible Preference Shares in any manner after the date that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist has issued a redemption notice or Repurchase Event Offer and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to the date of redemption stated in such notice or in connection with any conversion of Convertible Preference Shares hereunder (includingthe Repurchase Event Payment Date, without limitationas the case may be. No fractional shares will be issued upon conversion, making any filings required to but a cash adjustment will be made by for any fractional shares. If a Holder converts more than one Note at the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharessame time, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of whole shares of Common Shares Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by based on the Company upon each such issuance)total principal amount of Notes converted. The Company Upon surrender of a Note that is converted in part, the Trustee shall not take any action that would cause authenticate for the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down Holder a new Note equal in principal amount to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsNote surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. (ia) Conversion pursuant The Residual Amount may be converted, in whole or in part any time and from time to Section 5A time, following the Convertible Closing Date. Such conversion shall be automaticeffectuated by surrendering to the Company, without or its attorney, the need for any further action on behalf Convertible Debenture to be converted together with a facsimile or original of the holders signed notice of Convertible Preference Shares, and regardless conversion (the "Notice of whether Conversion"). The date on which the certificates representing such shares Notice of Conversion is effective (if any“Conversion Date”) are surrendered shall be deemed to be the date on which the Holder has delivered to the Company a facsimile or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights original of the holder signed Notice of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common SharesConversion, as applicable, and long as the Person or Persons in whose name or names Common Shares are original Convertible Debenture(s) to be registered upon such conversion shall thereby become converted are received by the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event Company within five (5) Business Days following business days thereafter. At such conversion) time that the original Convertible Debenture has been received by the Company, the Holder can elect to whether a reissuance of the Convertible Debenture is warranted, or whether the Company can retain the Convertible Debenture as to a continual conversion by the Holder. Notwithstanding the above, any Notice of Conversion received by 4:00 P.M. EST shall amend its register be deemed to have been received the following business day (receipt being via a confirmation of members to effect the conversion and shall thereafter deliver time such facsimile to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;Company is received).
(b) Common Stock to be Issued. Upon the conversion of any Convertible Debentures and upon receipt by the Company or its attorney of a certificate facsimile or original of the Holder’s signed Notice of Conversion, the Company shall instruct its transfer agent to issue stock certificates without restrictive legends or stop transfer instructions, if at that time the aforementioned registration statement described in Section 4.1 has been declared effective (or with proper restrictive legends if the registration statement has not as yet been declared effective), in such denominations to be specified at conversion representing the number of shares of Common Shares Stock issuable by reason upon such conversion, as applicable. In the event that the Debenture is aged one year and deemed sellable under Rule 144, the Company shall, upon a Notice of such conversion in such name Conversion, instruct the transfer agent to issue free trading certificates without restrictive legends, subject to other applicable securities laws. The Company is responsible to provide all costs associated with the issuance of the shares, including but not limited to the opinion letter, FedEx of the certificates and any other costs that arise. The Company shall act as registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Convertible Debenture. The Company warrants that no instructions, other than these instructions, have been given or names will be given to the transfer agent and such denomination that the Common Stock shall otherwise be freely resold, except as may be set forth herein or denominations as the converting holder has specified; andsubject to applicable law.
(c) Conversion Rate. Holder is entitled to convert the Debenture Residual Amount, plus accrued interest, anytime following the Convertible Maturity Date, at the lesser of (i) fifty percent (50%) of the lowest closing bid price during the fifteen (15) trading immediately preceding the Convertible Maturity Date or (ii) 100% of the lowest bid price for the twenty (20) trading days immediately preceding the Convertible Maturity Date (“Fixed Conversion Price”). No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up or down, as the case may be, to the nearest whole share.
(d) Nothing contained in the Convertible Debenture shall be deemed to establish or require the payment of interest to the Holder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Holder to the Company.
(e) It shall be the Company’s responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. Holder shall be treated as a shareholder of record on the date Common Stock is issued to the Holder. If the Holder shall designate another person as the entity in the name of which the stock certificates issuable upon conversion of the Convertible Debenture are to be issued prior to the issuance of such certificates, the Holder shall provide to the Company evidence that either no tax shall be due and payable as a result of such transfer or that the applicable tax has been paid by the Holder or such person. Upon surrender of any Convertible Debentures that are to be converted in part, the Company shall issue to the Holder a new Convertible Debenture equal to the unconverted amount, if so requested in writing by the Holder.
(f) Within five (5) business days after receipt of the documentation referred to above in Section 4.2, the Company shall deliver a certificate, for the number of shares of Common Stock issuable upon the conversion. In the event the Company does not make delivery of the Common Stock as instructed by Holder within five (5) business days after the Conversion Date, then in such event the Company shall pay to the Holder one percent (1%) in cash of the amount payable under Section Error! Reference source dollar value of the Debenture Residual Amount remaining after said conversion, compounded daily, per each day after the fifth (5th) business day following the Conversion Date that the Common Stock is not found. below with respect delivered to such conversionthe Purchaser.
(vg) The issuance Company acknowledges that its failure to deliver the Common Stock within five (5) business days after the Conversion Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of certificates for such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Shares upon conversion of Convertible Preference Shares shall be made without charge Stock pursuant to the holders terms of such this Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofDebenture.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(viih) The Company shall at all times reserve (or make alternative written arrangements for reservation or contribution of shares) and keep have available out all Common Stock necessary to meet conversion of its the Convertible Debentures by the Holder of the entire amount of Convertible Debentures then outstanding. If, at any time the Holder submits a Notice of Conversion and the Company does not have sufficient authorized but unissued shares of Common SharesStock (or alternative shares of Common Stock as may be contributed by stockholders of the Company) available to effect, solely for the purpose of issuance upon the in full, a conversion of the Convertible Preference SharesDebentures (a “Conversion Default,” the date of such default being referred to herein as the “Conversion Default Date”), the Company shall issue to the Holder all of the shares of Common Stock which are available, and the Notice of Conversion as to any Convertible Debentures requested to be converted but not converted (the “Unconverted Convertible Debentures”), may be deemed null and void upon written notice sent by the Holder to the Company. The Company shall provide notice of such Conversion Default (“Notice of Conversion Default”) to the Holder, by facsimile within three (3) business days of such default (with the original delivered by overnight mail or two day courier), and the Holder shall give notice to the Company by facsimile within five (5) business days of receipt of the original Notice of Conversion Default (with the original delivered by overnight mail or two day courier) of its election to either nullify or confirm the Notice of Conversion.
(i) The Company agrees to pay the Holder payments for a Conversion Default (“Conversion Default Payments”) in the amount of (N/365) multiplied by.24 multiplied by the initial issuance price of the outstanding or tendered but not converted Convertible Debentures held by the Holder where N = the number of days from the Conversion Default Date to the date (the “Authorization Date”) that the Company authorizes a sufficient number of shares of Common Shares issuable upon the Stock to effect conversion of all outstanding remaining Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofDebentures. The Company shall send notice (“Authorization Notice”) to the Holder that additional shares of Common Stock have been authorized, the Authorization Date, and the amount of ▇▇▇▇▇▇’s accrued Conversion Default Payments. The accrued Conversion Default shall be paid in cash or shall be convertible into Common Stock at the conversion rate set forth in the first sentence of this paragraph, upon written notice sent by the Holder to the Company, which Conversion Default shall be payable as follows: (i) in the event the Holder elects to take all such actions as payment in cash, cash payments shall be made to the Holder by the fifth (5th) day of the following calendar month, or (ii) in the event Holder elects to take such payment in stock, the Holder may be necessary to ensure that all convert such payment amount into Common Shares may be so issued without violation Stock at the conversion rate set forth in the first sentence of this paragraph at any applicable law or governmental regulation or any requirements time after the fifth (5th) day of any domestic securities exchange upon the calendar month following the month in which the Common Shares may be listed Authorization Notice was received, until the expiration of the mandatory three (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). 3) year conversion period.
(j) The Company shall not take any action acknowledges that would cause the its failure to maintain a sufficient number of authorized but unissued shares of Common Shares Stock to effect in full a conversion of the Convertible Debentures will cause the Holder to suffer damages in an amount that will be less than difficult to ascertain. Accordingly, the number parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such shares required liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to be reserved hereunder for issuance upon conversion deliver the Common Stock pursuant to the terms of this Convertible Preference SharesDebenture.
(viiik) No fractional shares shall result from If, by the conversion third (3rd) business day after the Conversion Date of any portion of the Convertible Preference SharesDebentures to be converted (the “Delivery Date”), the transfer agent fails for any reason to deliver the Common Stock upon conversion by the Holder and after such Delivery Date, the number Holder purchases, in an open market transaction or otherwise, shares of Common Shares resulting from such conversion shall be rounded down Stock (the "Covering Shares") solely in order to the nearest whole share. The number make delivery in satisfaction of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number a sale of Common Shares Stock by the Holder (the "Sold Shares"), which will result from delivery such aggregate conversion. If Holder anticipated to make using the Common Stock issuable upon conversion would result in any fractional share(a "Buy-In"), the Company shallshall pay to the Holder, in addition to any other amounts due to Holder pursuant to this Convertible Debenture, and not in lieu of such fractional sharethereof, pay the holder thereof an Buy-In Adjustment Amount (as defined below). The "Buy In Adjustment Amount" is the amount in cash equal to the fair market value excess, if any, of such fractional share on (x) the date of conversionHolder's total purchase price (including brokerage commissions, as determined in good faith if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Board Holder from the sale of Directorsthe Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in immediately available funds within five (5) business days of written demand by the Holder. By way of illustration and not in limitation of the foregoing, if the Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which the Company will be required to pay to the Holder will be $1,000.
(ixl) If there occurs The Company shall defend, protect, indemnify and hold harmless the Holder and all of its shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Section 4.3(h) Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Section 4.3(h) Indemnitee is a change party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the “Section 4.3(h) Indemnified Liabilities"), incurred by any Section 4.3(h) Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in the capitalization Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of any covenant, agreement, or obligation of the Company as permitted herein contained in the Transaction Documents or any other certificate, instrument, or document contemplated hereby or thereby, (iii) any cause of action, suit, or claim brought or made against such Section 4.3(h) Indemnitee by a third party and if arising out of or resulting from the execution, delivery, performance, or enforcement of the Transaction Documents or any other certificate, instrument, or document contemplated hereby or thereby, (iv) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Common Shares resulting from conversion Stock underlying the Convertible Debenture (“Securities”), or (v) the status of Convertible Preference Shares are convertible into the Holder or exchangeable for any other shares or securities holder of the Securities as an investor in the Company, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission, or alleged omission is made in reliance upon and in conformity with written information furnished to the Company shallby the Holder or the Investor which is specifically intended by the Holder or the Investor to be relied upon by the Company, at including for use in the converting holder’s optionpreparation of any such registration statement, upon surrender preliminary prospectus, or prospectus, or is based on illegal trading of the Convertible Preference Shares Common Stock by the Holder or the Investor. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity provisions contained herein shall be converted by such holder as provided herein together with in addition to any noticecause of action or similar rights the Holder may have, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing and any liabilities the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedHolder may be subject to.
Appears in 1 contract
Sources: Purchase Order Financing Agreement (Challenger Powerboats, Inc.)
Conversion Procedure. 4.4.1 In this Article 4, a “Conversion Date” is (i) in the event that Article 4.1 is applicable, the date on which the holder of Series A Preferred Shares requires its Series A Preferred Shares to be converted (or if the holder of Series A Preferred Shares requires its Series A Preferred Shares to be converted on a date which is not a Business Day, the next Business Day) as specified in the Conversion Notice; or (ii) in the event that Article 4.2 is applicable, upon the underwriting agreements in respect of such Qualified IPO becoming unconditional and effective and before the listing of the shares of the Company in connection with a Qualified IPO.
4.4.2 In the event that Article 4.1 applies, a holder of Series A Preferred Shares may convert all or part of its Series A Preferred Shares pursuant to Section 5A Article 4.1 by delivering a notice of conversion (“Conversion Notice”) to the Company, together with the relevant share certificate (if any), at least two (2) Business Days before the relevant Conversion Date. The Company shall, as soon as practicable after receipt of the Series A Preferred Shares certificates (or satisfactory agreement for indemnification in the case of a lost certificate) promptly issue and deliver at its office to the holder thereof a certificate or certificates for the number of Ordinary Shares to which the holder is entitled upon conversion.
4.4.3 The conversion of Series A Preferred Shares pursuant to Article 4.2 shall be automatic, without the need for any further action on behalf of automatic and the holders of Convertible Preference Shares, and regardless of whether Series A Preferred Shares shall be deemed to have served a Conversion Notice on the certificates representing such shares (if any) are surrendered to the Company or its transfer agentCompany.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference 4.4.4 The Ordinary Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that to which a holder of Convertible Preference Series A Preferred Shares shall receive is entitled upon conversion (the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference “New Ordinary Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares.
(iv) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:”):
(a) a notice stating that the Convertible Preference Shares have been converted and that shall be credited as fully paid, free from any certificates evidencing Convertible Preference Shares must be surrendered at the office of the CompanyEncumbrances;
(b) a certificate or certificates representing shall rank pari passu in all respects and form one class with the number of Common Ordinary Shares issuable by reason of such conversion then in such name or names and such denomination or denominations as the converting holder has specifiedissue; and
(c) payment in cash entitle the holder of such New Ordinary Shares to be paid a pro rata share of all dividends and other distributions declared, made or paid on Ordinary Shares after the Conversion Date.
4.4.5 If at any time the number of authorised but unissued Ordinary Shares shall not be sufficient to effect the conversion of all of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common then outstanding Series A Preferred Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions corporate action as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause increase the number of authorized but unissued Common Shares that the Company is authorised to be less than the issue to such number of Shares as shall be sufficient for such shares required to be reserved hereunder for issuance upon purpose.
4.4.6 Any conversion of Convertible Preference Series A Preferred Shares pursuant to these Articles shall be effected by the redemption and cancellation of the relevant number of Series A Preferred Shares and the issuance of the appropriate number of New Ordinary Shares in accordance with this Article 4. Any Series A Preferred Shares, upon conversion, repurchase or redemption, will be cancelled and all rights with respect to such Series A Preferred Shares shall cease with effect from the Conversion Date except for the right of the holders thereof to receive New Ordinary Shares and (if applicable) together with any accrued and unpaid dividends.
(viii) No fractional shares shall result from 4.4.7 Any person entitled to receive New Ordinary Shares issued upon the conversion of any Convertible Preference Shares, the Series A Preferred Shares shall be treated for all purposes as the record holder of such New Ordinary Shares on the Conversion Date and the number of Common Shares resulting from Company shall promptly record such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis register of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share members on the date of conversion, as determined in good faith by the Board of Directorsrelevant Conversion Date.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Conversion Procedure. (1) In order to exercise the conversion privilege, the holder of any Debenture to be converted shall, within the time specified in Section 5.1, surrender such Debenture to the Trustee at its principal office in Montreal, Quebec, accompanied by a written notice (which shall be irrevocable) in the form of the "Notice of Election to Convert" set out in Article Fifteen, duly signed by such holder or his executors, administrators or other legal representative or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Trustee, stating:
(a) that such holder elects to convert such Debenture or a specified portion (which is an integral multiple of USD$1,000) of the principal amount thereof, and
(b) the names (with addresses) in which the certificates representing the Common Shares issuable upon such conversion are to be registered and, if there is more than one name, the number of shares to be registered in each of such names. If any of the Common Shares into which such Debenture is to be converted are to be issued to a Person or Persons other than the holder of such Debenture, such notice shall be accompanied by payment to the Trustee of any transfer tax which may be payable by reason thereof and the signature of the transferor must be guaranteed. The surrender of such Debenture accompanied by such written notice shall be deemed to constitute a contract between the holder of such Debenture and the Corporation whereby:
(i) Conversion pursuant to Section 5A the holder of such Debenture subscribes for the number of Common Shares which such holder shall be automatic, without the need for any further action entitled to receive on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.conversion;
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference such Debenture releases the Corporation from all liability with respect to such Debenture or the portion of the principal amount thereof to be converted, as the case may be; and
(iii) the Corporation agrees that the surrender of such Debenture for conversion constitutes full payment of the subscription price for the Common Shares issuable upon such conversion. The date of receipt by the Trustee of such Debenture and such notice is herein referred to as the "Conversion Date" of such Debenture.
(2) As promptly as practicable after the Conversion Date of a Debenture, the Corporation shall receive upon conversion issue or cause to be issued and deliver or cause to be delivered to the same holder of such Debenture, or on the written order of such holder, a certificate or certificates in the name or names of the Person or Persons specified in such notice for the number of Common Shares deliverable upon the conversion of such holder would Debenture (or specified portion thereof) and provision shall be made in respect of any fraction of a share as provided in Section 5.3. Such conversion shall be deemed to have received if it had converted its Convertible Preference Shares been effected immediately prior to the such event.
(iii) At Close of Business on the time any such conversion has been effectedConversion Date and, at that time, the rights of the holder of the Convertible Preference Shares converted (such Debenture as a such holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names any certificate or certificates for Common Shares are to shall be registered delivered upon such conversion shall thereby be deemed to have become the holder or holders of record of the Common Shares represented thereby; provided, however, that the surrender of a Debenture for conversion on any date on which the share transfer registers for Common Shares shall be closed shall not be effective to constitute the Person or Persons entitled to receive the Common Shares upon such conversion as the holder or holders of record of such Common Shares.
(iv) As soon , but such surrender shall be effective 33 -27- to constitute the person or persons entitled to receive such Common Shares as possible after a the holder or holders of record thereof for all purposes at the Close of Business on the next succeeding day on which such share transfer registers are open. No payment or adjustment shall be made upon any conversion has been effected (but in on account of any event within five (5) Business Days following such conversion) dividends declared and paid on the Company shall amend its register of members to effect the conversion and shall thereafter deliver Common Shares prior to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office date of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v3) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge Upon surrender to the holders Trustee of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required Debenture which is to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Sharesconverted in part only, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal shall be entitled to receive, without expense to such holder, one or more new Debentures for the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization unconverted portion of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities principal amount of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are Debenture so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedsurrendered.
Appears in 1 contract
Sources: Trust Indenture (Enron Corp/Or/)
Conversion Procedure. (ia) To convert a Note, a Holder must (1) complete and manually sign the conversion notice on the back of the Note and deliver such notice to a Conversion Agent, (2) surrender the Note to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (4) pay all transfer or similar taxes, if required pursuant to Section 5A 10.04. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” As promptly as practicable on the Conversion Date, the Company shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, issue and regardless of whether the certificates representing such shares (if any) are surrendered deliver to the Company Trustee, for delivery to the Holder (unless a different Person is indicated on the conversion notice), a certificate or its transfer agentcertificates for the number of full shares of Common Stock issuable upon conversion, together with payment in lieu of any fraction of a share, as provided in Section 4.03. Anything herein to the contrary notwithstanding, in the case of Global Notes, conversion notices may be delivered and such Notes may be surrendered for conversion in accordance with the Applicable Procedures as in effect from time to time.
(iib) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names the shares of Common Shares Stock are issuable upon conversion shall be deemed to be registered upon such conversion shall thereby become the a holder or holders of record of such Common Shares.
(iv) As soon as possible after Stock on the Conversion Date; provided, however, that no surrender of a conversion has been effected (but in Note on any event within five (5) Business Days following such conversion) Conversion Date when the stock transfer books of the Company shall amend its register be closed shall be effective to constitute the person or persons entitled to receive the shares of members Common Stock upon conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Conversion Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion and of a Note, such person shall thereafter deliver no longer be a Holder of such Note. Except as set forth in this Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Note prior to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason issuance of such conversion in such name or names and such denomination or denominations as the converting holder has specified; andshares.
(c) Holders of Notes surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date will receive the semi-annual interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Upon surrender of any such Notes for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date, such Notes shall also be accompanied by payment in cash funds acceptable to the Company of an amount equal to the interest payable on such corresponding Interest Payment Date unless (1) such Notes have been surrendered for conversion following the Regular Record Date immediately preceding the final interest payment date (May 15, 2014), (2) the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (3) to the extent of overdue interest, if any, which exists at the time of the amount payable under Section Error! Reference source not found. below Conversion with respect to such conversionNote. Except as otherwise provided in this Section 10.02(c), no payment or adjustment will be made for accrued interest on a converted Note. Accrued interest shall be deemed paid by the shares of Common Stock into which the Note is convertible, and, together with any cash payment of such Holder’s fractional shares, will be deemed to satisfy the Company’s obligation to pay the principal amount of the Note so converted and to satisfy the Company’s obligations to pay accrued and unpaid interest on such Note.
(vd) The issuance Subject to Section 10.02(c), nothing in this Section shall affect the right of certificates for a Holder in whose name any Note is registered at the close of business on a Regular Record Date to receive the interest payable on such Note on the related Interest Payment Date in accordance with the terms of this Indenture, the Notes and the Registration Rights Agreement. If a Holder converts more than one Note at the same time, the number of shares of Common Shares Stock issuable upon conversion the conversion, if any, (and the amount of Convertible Preference Shares any cash in lieu of fractional shares pursuant to Section 10.03) shall be made without charge to based on the holders aggregate principal amount of such Convertible Preference Shares for all Notes so converted.
(e) In the case of any issuance or stamp tax Note which is converted in respect thereof or other cost incurred by the Company in connection with part only, upon such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all execute and the Trustee shall authenticate and deliver to the Holder thereof, without service charge, a new Note or Notes of authorized denominations in an aggregate principal amount equal to the, and in exchange for, unconverted portion of the principal amount of such actions as are necessary Note. A Note may be converted in order part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to ensure that the Common Shares resulting from remain outstanding after such conversion shall be duly and validly issued, fully paid, and free and clear is equal to $1,000 or any integral multiple of all taxes, liens, charges and encumbrances except those created by the holder $1,000 in excess thereof.
(vif) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with effect any conversion of Convertible Preference Shares hereunder a Note, and no Holder shall have the right to convert any portion of such Note, to the extent that after giving effect to such conversion (includingincluding any Make-Whole Premium), without limitation, making any filings required to be made by the Company).
Holder (viitogether with the Holder’s Affiliates) The Company shall at all times reserve and keep available out would beneficially own in excess of its authorized but unissued Common Shares, solely for 9.99% of the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares Stock outstanding immediately after giving effect to such conversion (the “Conversion Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All a Note in respect of which the determination of such sentence is being made, but shall exclude the number of shares of Common Shares Stock which are so would be issuable shallupon (i) conversion of the remaining, when issued, be duly and validly issued, fully paid, and free and clear non converted portion of all taxes, liens, charges and encumbrances except those created any Note beneficially owned by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non converted portion of any applicable law other securities of the Company subject to a limitation on conversion or governmental regulation exercise analogous to the limitation contained herein beneficially owned by the Holder or any requirements of any domestic securities exchange upon which its Affiliates. Except as set forth in the Common Shares may be listed (except preceding sentence, for official notice purposes of issuance which this Section, beneficial ownership shall be immediately delivered calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 10.02(g), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-K, 10-Q or Form 8-K, as the case may be, (y) a more recent public announcement by the Company upon each such issuance). The or (z) any other notice by the Company shall not take any action that would cause setting forth the number of authorized but unissued shares of Common Shares Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to be less than the Holder the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of Common Stock then outstanding. In any Convertible Preference Sharescase, and the number of outstanding shares of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion Stock shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If after giving effect to the conversion would result in any fractional share, the Company shall, in lieu or exercise of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, including any Note, by the Company shallHolder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding the foregoing, at the converting holder’s option, upon surrender Conversion Limitation shall not be applicable (i) on any of the Convertible Preference Shares ten Trading Days up to be converted by such holder as provided herein together with and including the Maturity Date, or (ii) on any notice, statement of the ten Trading Days up to and including the effective date of a Fundamental Change or payment required to (iii) during the period in which the Holder may effect such a conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder repurchase upon a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedFundamental Change.
Appears in 1 contract
Sources: Indenture (Providence Service Corp)
Conversion Procedure. i. At any time and from time to time, any holder of Series A Preferred or Series B Preferred may convert all or any portion of the Series A Preferred and Series B Preferred (iincluding any fraction of a Share) held by such holder into a number of shares of Conversion pursuant Stock computed by multiplying the number of Shares of such Preferred Stock to Section 5A be converted, by the Liquidation Value for such Shares and dividing the result by the Conversion Price for such Shares then in effect.
ii. Except as otherwise provided herein, each conversion of such Preferred Stock shall be automatic, without the need for any further action on behalf deemed to have been effected as of the holders close of Convertible Preference Shares, and regardless of whether business on the date on which the certificate or certificates representing such shares (if any) are Preferred Stock to be converted have been surrendered to for conversion at the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Shareprincipal office of the Corporation. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares any certificate or certificates for shares of Conversion Stock are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common Sharesthe shares of Conversion Stock represented thereby.
iii. The conversion rights of any Share subject to redemption hereunder shall terminate 10 business days prior to the Redemption Date for such Share unless the Corporation has failed to pay to the holder thereof the full consideration therefor required hereunder.
iv. If conversion of the Series A Preferred or Series B Preferred is to be made in connection with a Public Offering or other transaction affecting the Corporation, the conversion of any Shares may, at the election of the holder thereof, be conditioned upon the consummation of such transaction (ivincluding, without limitation, a Change in Ownership, Fundamental Change or Organic Change), in which case such conversion shall not be deemed to be effective until such transaction has been consummated.
v. Notwithstanding any other provision hereof, all accrued and unpaid dividends on the Shares so converted shall be canceled immediately prior to such conversion, and the holder(s) of such Shares shall not receive, nor shall they be entitled to, any payment in respect of such dividends.
vi. As soon as possible after a conversion has been effected (but in any event within five (5business days in the case of Section 7A(vi)(a) Business Days following such conversion) below), the Company Corporation shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(cb) payment a certificate representing any Shares of Series A Preferred or Series B Preferred, as applicable, that were represented by the certificate or certificates delivered to the Corporation in cash of the amount payable under Section Error! Reference source connection with such conversion but which were not found. below with respect to such conversionconverted.
(v) vii. The issuance of certificates for Common Shares shares of Conversion Stock upon conversion of Convertible Preference Shares such Preferred Stock shall be made without charge to the holders of such Convertible Preference Shares Preferred Stock for any issuance or stamp tax in respect thereof or other cost incurred by the Company Corporation in connection with such conversion into Common Sharesand the related issuance of shares of Conversion Stock. Upon conversion of each Convertible Preference Share, the Company Corporation shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Conversion Stock issuable with respect to such conversion shall be duly and validly issued, fully paidpaid and nonassessable, and free and clear of all taxes, liens, charges and encumbrances except those created by with respect to the holder issuance thereof.
(vi) viii. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in a form reasonably satisfactory to the Corporation, duly executed by the registered holder.
ix. The Company Corporation shall not close its books against the transfer of Convertible Preference Shares such Preferred Stock or Common Shares resulting from of Conversion Stock issued or issuable upon conversion of Convertible Preference Shares such Preferred Stock in any manner that interferes with the timely conversion of Convertible Preference Sharessuch Preferred Stock. The Company Corporation shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the CompanyCorporation).
(vii) x. The Company Corporation shall at all times reserve and keep available out of its authorized but unissued Common Sharesshares of Conversion Stock, solely for the purpose of issuance upon the conversion of Convertible Preference Sharessuch Preferred Stock, such number of shares of Common Shares Conversion Stock issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares shares of Conversion Stock which are so issuable shall, when issued, be duly and validly issued, fully paid, paid and nonassessable and free and clear of from all taxes, liens, charges liens and encumbrances except those created by the holder thereofcharges. The Company Corporation shall take all such actions as may be necessary to ensure assure that all Common Shares such shares of Conversion Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares shares of Conversion Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company Corporation upon each such issuance). The Company Corporation shall not take any action that would cause the number of authorized but unissued Common Shares shares of Conversion Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference the Shares.
(viii) No xi. If any fractional shares shall result from interest in a share of Conversion Stock would, except for the provisions of this subsection, be delivered upon any conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional sharePreferred Stock, the Company shallCorporation, in lieu of such delivering the fractional shareshare therefor, shall pay an amount to the holder thereof an amount in cash equal to the fair market value Conversion Price of such fractional share on interest as of the date of conversion, as determined in good faith by the Board of Directors.
(ix) xii. If there occurs a change in the capitalization shares of the Company as permitted herein and if the Common Shares resulting from Conversion Stock issuable by reason of conversion of Convertible Preference Shares such Preferred Stock are convertible into or exchangeable for any other shares stock or securities of the CompanyCorporation, the Company Corporation shall, at the converting holder’s 's option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common SharesConversion Stock, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares stock or securities into which the Common Shares resulting from shares of Conversion Stock issuable by reason of such conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
xiii. All shares of Series A Preferred and Series B Preferred that have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights if any to receive notices and to vote, shall immediately cease and terminate on the effective date of such conversion, except only the right of the holders thereof to receive shares of Conversion Stock in exchange therefor and payment of any declared and unpaid dividends thereon. Any shares of Series A Preferred and Series B Preferred so converted shall be retired and cancelled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized shares of Series A Preferred or Series B Preferred, as applicable, accordingly.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc)
Conversion Procedure. (ia) To convert a Note, a Holder must (1) complete and manually sign the irrevocable notice of conversion on the back of the Note and deliver such notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and (4) pay all transfer or similar taxes, if required pursuant to Section 5A 14.03. The date on which the Holder satisfies all of those requirements is the "CONVERSION DATE" and the surrendered Notes shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered deemed to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had been converted its Convertible Preference Shares immediately prior to the close of business on the Conversion Date. As promptly as practicable after the Conversion Date, but in no event later than four Business Days after the Determination Date, SFC shall deliver to the Holders through the Conversion Agent (1) cash in respect of the Principal Return, (2) if applicable, the number of whole shares of Common Stock issuable in respect of the Net Share Amount or cash in lieu thereof, and (3) cash in lieu of any fractional shares pursuant to Section 14.07. Anything herein to the contrary notwithstanding, in the case of Global Notes, conversion notices must be delivered and such eventNotes must be surrendered for conversion in accordance with the Applicable Procedures.
(iiib) At Upon conversion of a Note, such Person shall no longer be a Holder of such Note. In the time event that any such Net Shares are issued upon conversion has been effectedof a Note, the rights of Person in whose name the holder of the Convertible Preference Shares converted (as Note is registered shall be deemed to be a holder of record of the Common Stock comprising such converted Convertible Preference Shares) Net Shares on the Conversion Date; provided, that no surrender of a Note on any date when the stock transfer books of SFC shall cease and such converted Convertible Preference Shares be closed shall cease be effective to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and constitute the Person or Persons in whose name or names entitled to receive the shares of Common Stock comprising such Net Shares are to be registered upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon as possible after a stock transfer books are open; provided further that such conversion has been effected (but shall be at the Conversion Rate in any event within five (5) Business Days following effect on the date that such conversion) the Company Note shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at for conversion, as if the office stock transfer books of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; andSFC had not been closed.
(c) No payment or adjustment will be made for accrued but unpaid interest, including Special Interest, if any, on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. SFC shall not adjust the Conversion Rate to account for the accrued but unpaid interest. Nonetheless, if Notes are converted after the close of business on a Regular Record Date and prior to the opening of business on the next Interest Payment Date, including the Final Maturity Date, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest including Special Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in cash an amount equal to the accrued but unpaid interest, including Special Interest, if any, payable on such Interest Payment Date on the portion so converted (provided that if any such interest is payable in PIK Notes, the check shall include payment for such PIK Notes based on the principal amount of such PIK Notes). If such payment does not accompany such Note, the amount Note shall not be converted, provided that no such check shall be required if such Note has been called for redemption on a redemption date within the period between the close of business on such Regular Record Date and the opening of business on such Interest Payment Date, or if such Note is surrendered for conversion on the Interest Payment Date. If SFC defaults in the payment of interest including Special Interest, if any, payable under Section Error! Reference source not found. below with respect on the Interest Payment Date, the Conversion Agent shall repay such funds to such conversionthe Holder.
(vd) The issuance In the case of certificates for Common Shares any Note which is converted in part only, upon such conversion of Convertible Preference Shares SFC shall be made without charge execute and the Trustee shall authenticate and deliver to the holders Holder thereof upon receipt of an Authentication Order, without service charge, a new Note or Notes of authorized denominations in an aggregate principal amount equal to, and in exchange for, the unconverted portion of the principal amount of such Convertible Preference Shares for Note. A Note may be converted in part, but only if the principal amount of such part is an integral multiple of $1.00 and the principal amount of such Note to remain outstanding after such exchange is equal to $1.00 or any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder integral multiple thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
Appears in 1 contract
Sources: Indenture (S&c Holdco 3 Inc)
Conversion Procedure. (a) Subject to this Section 12.02, upon any conversion of any Note, the Company shall deliver to converting Noteholders, in respect of each $1,000 principal amount of Notes being converted, solely cash (the “Settlement Amount”) as set forth in this Section 12.02.
(i) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent[Reserved.]
(ii) Each Convertible Preference Share shall be convertible into one Common Share. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event[Reserved.]
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons in whose name or names Common Shares are to be registered upon such conversion shall thereby become the holder or holders of record of such Common Shares[Reserved.]
(iv) As soon The Settlement Amount in respect of any conversion of Notes shall be computed as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) follows: the Company shall amend its register of members to effect the conversion and shall thereafter deliver pay to the converting holder:Noteholder, cash in an amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the sixty consecutive Trading Days during the related Cash Settlement Averaging Period.
(av) [Reserved.]
(vi) The Daily Conversion Values shall be determined by the Company promptly following the last day of the Cash Settlement Averaging Period. Promptly after such determination of the Daily Conversion Values, the Company shall notify the Trustee and the Conversion Agent of the Daily Conversion Values. The Trustee and the Conversion Agent shall have no responsibility for any such determination.
(b) Before any holder of a Note shall be entitled to convert the same as set forth above, such holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to the amount of interest and Additional Interest, if any, payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 12.02(g) and, if required, all transfer or similar taxes, if any, and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice stating that to the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (Exhibit B hereto) (a “Notice of Conversion”) at the office of the Company;
Conversion Agent and shall state in writing therein the principal amount of Notes to be converted, (b2) a certificate surrender such Notes, duly endorsed to the Company or certificates representing in blank (and accompanied by appropriate endorsement and transfer documents), at the number office of Common Shares issuable by reason the Conversion Agent, (3) if required, pay funds equal to interest (including any Additional Interest) payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 12.02(g), (4) if required, furnish appropriate endorsements and transfer documents, and (5) if required, pay all transfer or similar taxes, if any as set forth in Section 12.02(e). The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion pursuant to this Article 12 on the date of such conversion in conversion. No Notice of Conversion with respect to any Notes may be surrendered by a holder thereof if such name or names and such denomination or denominations as the converting holder has specified; and
(c) also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 13.02, unless the Company defaults in the payment in cash of the amount payable under Section Error! Reference source not foundFundamental Change Repurchase Price. below If more than one Note shall be surrendered for conversion at one time by the same holder, the Conversion Obligation with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares Notes, if any, that shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Shares. Upon conversion of each Convertible Preference Share, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such payable upon conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined computed on the basis of the total number aggregate principal amount of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder Notes (or specified portions thereof an amount in cash equal to the fair market value extent permitted thereby) so surrendered.
(c) A Note shall be deemed to have been converted immediately prior to the close of such fractional share business on the date of conversion, as determined in good faith by (the Board of Directors.
(ix“Conversion Date”) If there occurs a change in that the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedcomplied with the requirements set forth in clause (b) of this Section 12.
Appears in 1 contract
Sources: Supplemental Indenture (Ascent Capital Group, Inc.)
Conversion Procedure. To convert a Security, a Holder must (i) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (ii) surrender the Security to the Conversion Agent, (iii) furnish appropriate endorsements and transfer documents to the Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 4.4 and (v) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the conversion date. As soon as practicable after the conversion date, the Company shall deliver to the Holder through the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered to the Company or its transfer agent.
(ii) Each Convertible Preference Share shall be convertible into one Common Share4.5. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares shall cease to have the rights and restrictions of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicable, and the Person or Persons The person in whose name or names Common Shares are the certificate is registered shall be deemed to be registered a stockholder of record on the conversion date; provided, however, that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon such conversion shall thereby become as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such Common Shares.
(iv) As soon stock transfer books are open; provided, further, that such conversion shall be at the Conversion Price in effect on the date that such Security shall have been surrendered for conversion, as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) if the stock transfer books of the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have had not been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) a certificate or certificates representing the number of Common Shares issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified; and
(c) payment in cash of the amount payable under Section Error! Reference source not found. below with respect to such conversion.
(v) The issuance of certificates for Common Shares upon conversion of Convertible Preference Shares shall be made without charge to the holders of such Convertible Preference Shares for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesclosed. Upon conversion of each Convertible Preference Sharea Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for accrued interest (including Contingent Interest and Liquidated Damages, if any) on converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security, but if any Holder surrenders a Security for conversion between the record date for the payment of an installment of interest (including Contingent Interest and Liquidated Damages, if any) and the next interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest and Liquidated Damages, if any) payable on such interest Payment Date shall be paid to the Holder of such Security on such record date. In such event, such Security, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the interest (including Contingent Interest and Liquidated Damages, if any) payable on such interest Payment Date on the portion so converted. If such payment does not accompany such Security, the Security shall not be converted; provided, however, that no such check shall be required if such Security has been called for redemption on a redemption date within the period between and including such record date and such interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest and Liquidated Damages, if any) payable on the interest Payment Date, the Conversion Agent shall repay such funds to the Holder. Upon surrender of a Security that is converted in part, the Company shall take all such actions as are necessary in order to ensure that the Common Shares resulting from such conversion shall be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof.
(vi) The Company shall not close its books against the transfer of Convertible Preference Shares or Common Shares resulting from conversion of Convertible Preference Shares in any manner that interferes with the timely conversion of Convertible Preference Shares. The Company shall assist and cooperate with any holder of Convertible Preference Shares required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Convertible Preference Shares hereunder (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Sharesexecute, and the number of Common Shares resulting from such conversion Trustee shall be rounded down authenticate and deliver to the nearest whole share. The number of shares resulting from such conversion shall be determined on Holder, a new Security equal in principal amount to the basis unconverted portion of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of DirectorsSecurity surrendered.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shall, at the converting holder’s option, upon surrender of the Convertible Preference Shares to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specified.
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Sources: Indenture (Gencorp Inc)
Conversion Procedure. (ia) Conversion pursuant to Section 5A shall be automatic, without the need for any further action on behalf of the holders of Convertible Preference Shares, and regardless of whether the certificates representing such shares (if any) are surrendered The Holder may elect at anytime by prior written notice to the Company (a "Conversion Notice") to have all or its transfer agenta portion of the unpaid principal amount of this Note, together with all accrued and unpaid interest thereon converted into a number of shares of the Conversion Stock (as hereinafter defined) determined by dividing the outstanding principal amount of this Note plus all accrued and unpaid interest, by the Conversion Price (as hereinafter defined) then in effect (the date of any such conversion, a "Conversion Date").
(iib) Each Convertible Preference Share Except as otherwise expressly provided herein, the conversion of this Note shall be convertible into one Common Sharedeemed to have been effected as of the close of business on the Conversion Date. If the Convertible Preference Shares undergo any share split, share consolidation or other similar recapitalization, then the provisions of this Section 5B(ii) shall be appropriately adjusted At such that a holder of Convertible Preference Shares shall receive upon conversion the same number of Common Shares such holder would have received if it had converted its Convertible Preference Shares immediately prior to the such event.
(iii) At the time any as such conversion has been effected, the rights of the holder of the Convertible Preference Shares converted (Holder as a holder of such converted Convertible Preference Shares) shall cease and such converted Convertible Preference Shares this Note shall cease to have the rights and restrictions extent of Convertible Preference Shares provided hereby and shall convert to and become Common Shares, as applicablethe conversion hereof, and the Person "Person" or Persons "Persons" (which shall include any natural person, firm, partnership, association, corporation, limited liability company or trust) in whose name or names Common Shares any certificate or certificates for shares of Conversion Stock are to be registered issued upon such conversion shall thereby be deemed to have become the holder or holders of record of such Common Sharesthe shares of Conversion Stock represented thereby.
(ivc) As soon as possible after a conversion has been effected (but in any event within five (5) Business Days following such conversion) Days), the Company shall amend its register of members to effect the conversion and shall thereafter deliver to the converting holder:
(a) a notice stating that the Convertible Preference Shares have been converted and that any certificates evidencing Convertible Preference Shares must be surrendered at the office of the Company;
(b) Holder a certificate or certificates representing the number of Common Shares shares of Conversion Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder Holder has specified, and, if the Holder has elected to convert this Note in part, the payment due under Section 2.2 hereof; and
(c) payment in cash provided that this Note has been surrendered for conversion at the principal office of the amount payable under Company; and provided further that if the Person in whose name such certificate is to be issued is a transferee of such Holder, the provisions of Section Error! Reference source not found. below with respect 9 shall apply to such conversiontransfer.
(vd) The issuance of certificates for Common Shares shares of Conversion Stock upon conversion of Convertible Preference Shares this Note shall be made without charge to the holders of such Convertible Preference Shares Holder hereof for any issuance or stamp tax in respect thereof or other cost incurred by the Company in connection with such conversion into Common Sharesand the related issuance of shares of Conversion Stock. Upon conversion of each Convertible Preference Sharethis Note, the Company shall take all such actions as are necessary in order to ensure insure that the Common Shares resulting from Conversion Stock issuable with respect to such conversion shall be duly and validly issued, fully paid, paid and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereofnon assessable.
(vie) The Company shall not close its books against the transfer of Convertible Preference Shares Conversion Stock issued or Common Shares resulting from issuable upon conversion of Convertible Preference Shares this Note in any manner that which interferes with the timely conversion of Convertible Preference Sharesthis Note. The Company shall assist and cooperate with any holder of Convertible Preference Shares Holder required to make any governmental filings or obtain any governmental approval prior to or in connection with any the conversion of Convertible Preference Shares hereunder this Note (including, without limitation, making any filings required to be made by the Company).
(viif) The Company shall at all times reserve Except as otherwise expressly agreed in writing between the Holder and keep available out of its authorized but unissued Common Shares, solely for the purpose of issuance upon the conversion of Convertible Preference Shares, such number of shares of Common Shares issuable upon the conversion of all outstanding Convertible Preference Shares. All Common Shares which are so issuable shall, when issued, be duly and validly issued, fully paid, and free and clear of all taxes, liens, charges and encumbrances except those created by the holder thereof. The Company shall take all such actions as may be necessary to ensure that all Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which the Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action that would cause the number of authorized but unissued Common Shares to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of Convertible Preference Shares.
(viii) No fractional shares shall result from the conversion of any Convertible Preference Shares, and the number of Common Shares resulting from such conversion shall be rounded down to the nearest whole share. The number of shares resulting from such conversion shall be determined on the basis of the total number of Convertible Preference Shares the holder is at the time converting into Common Shares and the number of Common Shares which will result from such aggregate conversion. If the conversion would result in any fractional share, the Company shall, in lieu of such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined in good faith by the Board of Directors.
(ix) If there occurs a change in the capitalization of the Company as permitted herein and if the Common Shares resulting from conversion of Convertible Preference Shares are convertible into or exchangeable for any other shares or securities of the Company, the Company shallupon a conversion of this Note, at the converting holder’s option, upon surrender of the Convertible Preference Shares to this Note shall be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Shares, deliver to such holder or as otherwise specified by such holder a certificate or certificates representing the shares or securities into which the Common Shares resulting from conversion are so convertible or exchangeable, registered in such name or names and in such denomination or denominations as such holder has specifiedConversion Stock.
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