Conversion Procedures; Conversion Settlement Sample Clauses
The "Conversion Procedures; Conversion Settlement" clause defines the process and requirements for converting one type of security or instrument into another, such as converting convertible notes into equity shares. It typically outlines the steps a holder must follow to initiate a conversion, the timing and method for delivering conversion notices, and the calculation of the number of new securities to be issued. This clause ensures a clear, standardized process for conversions, minimizing disputes and providing certainty to both parties regarding how and when conversions are settled.
Conversion Procedures; Conversion Settlement. (a) To convert its Series U Debentures, a Holder must: (i) complete and manually sign a Conversion Notice (or a facsimile thereof), a form of which is on the back of the Series U Debenture and deliver such Conversion Notice to the Conversion Agent; (ii) surrender the Series U Debenture to the Conversion Agent; (iii) if required, furnish appropriate endorsement and transfer documents; (iv) if required, pay all transfer or similar taxes; and (v) if required, pay funds equal to the portion of interest payable on the next Interest Payment Date as described in Section 2(h) below. If a Holder holds a beneficial interest in a Global Series U Security, to convert such beneficial interest, such Holder must comply with requirements (iv) and (v) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depository for converting a beneficial interest in a Global Series U Security. The date on which the requirement set forth in the first sentence of this paragraph (in the case of a certificated Security) or the second sentence of this paragraph (in the case of a Global Series U Security or a beneficial interest therein) is fulfilled is referred to as the “Conversion Date.” A Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notice of stockholder meetings, until (i) if the Conversion Obligation (as defined below) is settled in accordance with Section 2(b)(i), the Close of Business on the last Trading Day in the relevant Observation Period or (ii) if the Conversion Obligation is settled in accordance with Section 2(b)(ii), the Close of Business on the Election Deadline Day (as defined below).
(b) Upon conversion of any Series U Debentures, the Company shall satisfy its obligation upon conversion (the “Conversion Obligation”) as follows:
(i) If the Company either (1) specifies a Cash Percentage (as defined below) within the time periods provided in Section 2(c) in connection with such conversion or (2) has previously made an election under Section 2(k), the Company shall satisfy the Conversion Obligation with respect to all Series U Debentures converted on the relevant Conversion Date by payment or delivery, as applicable, of (A) cash and shares of Common Stock (if any) equal to the sum of the Daily Settlement Amounts (as defined below) for each of the 40 Trading Days during the relevant...
Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Holder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to amount of interest due on the next Interest Payment Date for such Note. If a Holder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Holder must comply with requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the Applicable Procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of the requirements set forth in the first sentence of this Section 10.02 (in the case of a Certificated Note) or the second sentence of this Section 10.02 (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.03, of the occurrence of such Conversion Date.
(b) Subject to Section 10.09 and Section 10.10, the Company will deliver the Conversion Consideration on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method.
(c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on (i) the Conversion Date (if the Company delivers solely shares of Common Stock in respect of the Conversion Obligation, other than solely Cash in lieu of any fractional shares) or (ii) the last Trading Day of the Observation Period (if the Company delivers Cash in respect of any portion of the Conversion Obligation, other than solely Cash in lieu of any fractional shares, or if the Company has made a Net Share Settlement Election).
(d) No payment or adjustment will be made for dividends on, or other distributions with...
Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement and transfer documents and (4) if required, pay all transfer or similar taxes. If a Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Noteholder must comply with requirements (1) and (4) as set forth in the immediately preceding sentence and comply with the Applicable Procedures. The first date on which all of the requirements set forth in the first sentence of this Section 10.02(a) (in the case of a Certificated Note) or the second sentence of this Section 10.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 12.03, of the occurrence of such Conversion Date. The Accreted Principal Amount shall have the accreted value as of the date of delivery of the notice described in clause (1) of the first sentence of this Section 10.02(a).
(b) Subject to any applicable limitations on exercise by any Noteholder contained in the Exchange Agreement or the purchase agreement with the Company pursuant to which the Initial Notes were issued and to the limitations on issuance of Common Stock set forth in Section 10.24, upon any conversion of any Note, the Company will deliver to converting Holders, in respect of each $1,000 of then Accreted Principal Amount of Notes being converted determined as of the date of delivery of the Conversion Notice, a “Settlement Amount” equal to the number of shares of Common Stock equal to the Applicable Conversion Rate (or, if applicable, the equivalent amount of Reference Property as determined in accordance with Section 10.12), Cash in lieu of fractional shares of Common Stock as provided in Section 10.03 and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.24. The Settlement Amount will be delivered by the Company on the third Business Day immediately following the applicable Conversion Date. A Holder shall not be entitled to any payment (or shares) in connection with accretion occurring after the ...