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 date specified in the last sentence of Section 10.02(a). (c) A Holder receiving any Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock with respect to shares issuable upon conversion, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Conversion Date. (d) No payment or adjustment will be made for dividends on, other distributions with respect to, or other transactions with respect to, any Common Stock except as specifically provided in this Article 10. Upon conversion of a Note, any Accreted Principal Amount will be deemed paid by the shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy the Company’s obligation to pay the Accreted Principal Amount of such Note, such that such Note is deemed paid in full rather than cancelled, extinguished or forfeited. (e) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and any Cash in lieu of fractional shares of Common Stock due upon conversion or any other Reference Property shall be determined based on the total principal amount of the Notes converted. (f) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered. (g) Notwithstanding the foregoing, with respect to any shares of Common Stock to be issued to a Holder in connection with any conversion hereunder, if the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and either (i) a registration statement covering the resale of such shares of Common Stock is effective under the Securities Act, (ii) such Holder has sold such shares of Common Stock pursuant to and in compliance with Rule 144 (assuming neither the transferor nor the transferee is an affiliate of the Company), (iii) such shares of Common Stock are eligible to be sold, assigned or transferred under Rule 144 (provided that such Holder provides the Company with reasonable assurances that such shares of Common Stock are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of Holder’s counsel as may be reasonably required by the Company or the transfer agent), or (iv) a restrictive legend is not required to be included on the certificate with respect to such shares of Common Stock under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission), then, at such Holder’s request, the Company shall deliver such shares of Common Stock, within three (3) Business Days following the Conversion Date, to such Holder by crediting (or causing the Company’s transfer agent to credit) such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder's or its designee's balance account with DTC through its Deposit/Withdrawal At Custodian system.
Appears in 1 contract
Sources: Indenture (Cadiz Inc)
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 NoteNote or facsimile of the Conversion Notice, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsement endorsements and transfer documents and documents, (4) if required, pay all transfer or similar taxestaxes and (5) if required, pay Cash equal to the amount of interest due on the next Interest Payment Date for such Note. If a Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Noteholder must comply with the requirements (14) and (45) as set forth in the immediately preceding sentence and comply with the Applicable Proceduresapplicable procedures of the Depositary for converting a beneficial interest in a Global Note. The first date on which all of a Noteholder satisfies the requirements set forth in the first sentence of this Section 10.02(a11.02(a) (in the case of a Certificated Note) or or, as the case may be, the second sentence of this Section 10.02(a11.02(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 12.0313.03, 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 The Company shall satisfy the Conversion Obligation 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 delivering solely shares of Common Stock set forth (except for any Cash in Section 10.24, upon lieu of fractional shares) as soon as practicable but in 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 event within three Business Days of the date of delivery of the relevant Conversion Notice, a “Settlement Amount” equal to the Date. The number of shares of Common Stock due upon conversion of Notes shall be equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Conversion Date (or, if applicable, provided that the equivalent amount of Reference Property as determined in accordance with Section 10.12), Company shall deliver Cash in lieu of fractional shares of Common Stock as provided described 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 date specified in the last sentence of Section 10.02(a11.03).
(c) A Holder receiving any Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock with respect to shares issuable upon conversionStock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on the Conversion DateDate (on which date such Holder shall be deemed to be the record holder of a number of shares of Common Stock to which such Holder is entitled).
(d) No payment or adjustment will be made for dividends on, or other distributions with respect to, or other transactions with respect to, any Common Stock except as specifically provided in this Article 1011. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Accreted Principal Amount Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the Accreted Principal Amount principal amount of such a Note, such that and (2) the Company’s obligation to pay any accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited.
(e) Notwithstanding Section 11.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by C▇▇▇ equal to the amount of interest payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) with respect to any notes converted after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note.
(f) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and any the amount of Cash in lieu of fractional shares of Common Stock due upon conversion or any other Reference Property shall be determined based on the total principal amount of the Notes converted.
(fg) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.
(g) Notwithstanding the foregoing, with respect to any shares of Common Stock to be issued to a Holder in connection with any conversion hereunder, if the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and either (i) a registration statement covering the resale of such shares of Common Stock is effective under the Securities Act, (ii) such Holder has sold such shares of Common Stock pursuant to and in compliance with Rule 144 (assuming neither the transferor nor the transferee is an affiliate of the Company), (iii) such shares of Common Stock are eligible to be sold, assigned or transferred under Rule 144 (provided that such Holder provides the Company with reasonable assurances that such shares of Common Stock are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of Holder’s counsel as may be reasonably required by the Company or the transfer agent), or (iv) a restrictive legend is not required to be included on the certificate with respect to such shares of Common Stock under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission), then, at such Holder’s request, the Company shall deliver such shares of Common Stock, within three (3) Business Days following the Conversion Date, to such Holder by crediting (or causing the Company’s transfer agent to credit) such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder's or its designee's balance account with DTC through its Deposit/Withdrawal At Custodian system.
Appears in 1 contract
Sources: Indenture (Wright Medical Group Inc)
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 date specified in the last sentence of Section 10.02(a).
(c) A Holder receiving any Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock with respect to shares issuable upon conversion, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Conversion Date.
(d) No payment or adjustment will be made for dividends on, other distributions with respect to, or other transactions with respect to, any Common Stock except as specifically provided in this Article 10. Upon conversion of a Note, any Accreted Principal Amount will be deemed paid by the shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy the Company’s obligation to pay the Accreted Principal Amount of such Note, such that such Note is deemed paid in full rather than cancelled, extinguished or forfeited.
(e) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and any Cash in lieu of fractional shares of Common Stock due upon conversion or any other Reference Property shall be determined based on the total principal amount of the Notes converted.
(f) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.
(g) Notwithstanding the foregoing, with respect to any shares of Common Stock to be issued to a Holder in connection with any conversion hereunder, if the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and either (i) a registration statement covering the resale of such shares of Common Stock is effective under the Securities Act, (ii) such Holder has sold such shares of Common Stock pursuant to and in compliance with Rule 144 (assuming neither the transferor nor the transferee is an affiliate of the Company), (iii) such shares of Common Stock are eligible to be sold, assigned or transferred under Rule 144 (provided that such Holder provides the Company with reasonable assurances that such shares of Common Stock are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of Holder’s counsel as may be reasonably required by the Company or the transfer agent), or (iv) a restrictive legend is not required to be included on the certificate with respect to such shares of Common Stock under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission), then, at such Holder’s request, the Company shall deliver such shares of Common Stock, within three (3) Business Days following the Conversion Date, to such Holder by crediting (or causing the Company’s transfer agent to credit) such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder's ’s or its designee's ’s balance account with DTC through its Deposit/Withdrawal At Custodian system.
Appears in 1 contract
Sources: Indenture (Cadiz Inc)