Common use of Conversion Right and Conversion Price Clause in Contracts

Conversion Right and Conversion Price. Subject to and upon compliance with the provisions of this Article Four, at the option of the Holder thereof, any Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Final Maturity Date of the Notes. In case a Note or portion thereof is called for redemption, such conversion right in respect of the Note or the portion so called for redemption shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its repurchase right with respect to a Note or portion thereof by delivering a Change of Control Repurchase Notice as contemplated by Section 601(d), the conversion right in respect of such Note or portion thereof, as the case may be, shall not exercisable except to the extent that such Holder shall have withdrawn such Change of Control Repurchase Notice prior to the close of business on the applicable Change of Control Repurchase Date by delivery of a written notice of withdrawal in accordance with Section 602 hereof. The price at which shares of Common Stock shall be delivered upon conversion (the "Conversion Price") shall be initially equal to $32.95 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of Section 404 and in Section 412 hereof. The number of shares of Common Stock issuable upon conversion of a Note (or portions thereof) shall be equal to the amount obtained by dividing the principal amount of such Note (or portion thereof) being converted by the Conversion Price as in effect at the time of conversion and rounding the quotient to the nearest 1/100th of a share, with 5/1,000ths of a share rounded upwards.

Appears in 1 contract

Samples: Supplemental Indenture (Performance Food Group Co)

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Conversion Right and Conversion Price. Subject to and upon compliance with the provisions of this Article FourFourteen, the holder of any Debenture shall have the right, at his option, to convert the option principal amount of the Holder thereof, any Note such Debenture or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted thereof at the principal amount thereofany time up to and including June 1, 2014, or in case such Debenture or portion thereof shall have been called for redemption prior to such date, then in respect of such Debenture or portion thereof until and including, but (unless the Company shall default in the payment due upon the redemption thereof) not after, the close of business on the fifth day prior to the redemption date therefor, into duly authorized, validly issued, fully that number of fully-paid and nonassessable shares (calculated as to such conversion to the nearest 1/100th of a share) of Common StockStock of the Company, at obtained by dividing the Conversion Priceprincipal amount of the Debenture or portion thereof surrendered for conversion by the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such , upon surrender of the Debenture, the principal (or portion thereof) of which is so to be converted, accompanied by (i) a duly executed notice of conversion right shall expire which may be in the form appearing in the form of Debenture herein or such other form as is satisfactory to the Company and the Trustee (specifying, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted) at any time during usual business hours at the close of business on the Final Maturity Date of the Notes. In case a Note office or portion thereof is called for redemption, such conversion right in respect of the Note or the portion so called for redemption shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless agency to be maintained by the Company defaults in making accordance with the payment due upon redemption. In provisions of Section 5.02, (ii) a written instrument or instruments of transfer in form satisfactory to the case of a Change of Control for which Trustee duly executed by the Holder exercises its repurchase right with respect to a Note holder or portion thereof by delivering a Change of Control Repurchase Notice as contemplated his attorney duly authorized in writing, and (iii) the funds, if any, required by Section 601(d)14.03. For convenience, the conversion right in respect of any portion of the principal of any Debenture or Debentures into the Common Stock of the Company is hereafter sometimes referred to as the conversion of such Note Debenture or portion thereof, as the case may be, shall not exercisable except to the extent that such Holder shall have withdrawn such Change of Control Repurchase Notice prior to the close of business on the applicable Change of Control Repurchase Date by delivery of a written notice of withdrawal in accordance with Section 602 hereofDebentures. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Priceconversion price") ), shall be initially equal to $32.95 23-7/8 per share of Common Stock. The Conversion Price conversion price shall be adjusted subject to adjustment from time to time in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of Section 404 and in Section 412 hereof. The number of shares of Common Stock issuable upon conversion of a Note (or portions thereof) shall be equal to the amount obtained by dividing the principal amount of such Note (or portion thereof) being converted by the Conversion Price as in effect at the time of conversion and rounding the quotient to the nearest 1/100th of a share, with 5/1,000ths of a share rounded upwardshereinafter provided.

Appears in 1 contract

Samples: Indenture (Philip Services Corp)

Conversion Right and Conversion Price. Subject to and upon compliance with the provisions of this Article Four, at the option of the Holder thereof, any Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 2008 Debenture may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, validly issued, fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common StockStock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversionconversion (the "Conversion Right"). The ratio derived by dividing $1,000 by the then-applicable Conversion Price is referred to herein as the "Conversion Rate." Such conversion right Conversion Right shall commence on the Issue Date of the 2008 Debentures and expire at the close of business on the Final Business Day immediately preceding the Stated Maturity Date of the Notesprincipal of the 2008 Debentures. In case a Note 2008 Debenture or portion thereof is called for redemptionredemption or the Holder thereof exercises its right to require the Company to repurchase the 2008 Debenture upon a Change in Control, such conversion right Conversion Right in respect of the Note 2008 Debenture or the portion thereof so called for redemption or repurchasable shall expire at the close of business on the Business Day immediately preceding the Redemption Date or Repurchase Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its repurchase right with respect to a Note redemption or portion thereof by delivering a Change of Control Repurchase Notice as contemplated by Section 601(d), the conversion right in respect of such Note or portion thereofrepurchase, as the case may be, in which case the Conversion Right shall not exercisable except to the extent that such Holder shall have withdrawn such Change of Control Repurchase Notice prior to terminate at the close of business on the applicable Change date such default is cured and such 2008 Debenture is redeemed or repurchased. Any 2008 Debenture in respect of Control which a Repurchase Date by Notice has been given may not be converted pursuant to this Article Four on or after the date of the delivery of a written notice of withdrawal such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn in accordance with Section 602 5.09 hereof. A Holder of a 2008 Debenture is not entitled to any rights of a holder of Common Stock until such Holder has converted its 2008 Debenture into Common Stock and only to the extent such 2008 Debenture is deemed to have been converted into Common Stock pursuant to this Article Four. The price at which shares of Common Stock shall be delivered upon conversion (is herein referred to as the "Conversion Price") . The initial Conversion Price shall be initially equal to $32.95 9.6750 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of Section 404 and in Section 412 4.05 hereof. The number of shares of Common Stock issuable upon conversion of a Note (or portions thereof) shall be equal to the amount obtained by dividing the principal amount of such Note (or portion thereof) being converted by the Conversion Price as in effect at the time of conversion and rounding the quotient to the nearest 1/100th of a share, with 5/1,000ths of a share rounded upwards.

Appears in 1 contract

Samples: Indenture (Corning Inc /Ny)

Conversion Right and Conversion Price. Subject to and upon compliance with the provisions of this Article Four10, at the option of the Holder thereof, any Note or any portion of the principal amount thereof which is $1,000 or an integral a whole multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Final date of the Stated Maturity Date of the Notes. In case a Note or portion thereof is called for redemption, such conversion right in respect of the Note or the portion so called for redemption called, shall expire at the close of business on the Business Day immediately preceding the applicable Provisional Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of (i) a Put Right Repurchase Date or (ii) a Change of Control in Control, in each case for which the Holder exercises its repurchase right with respect to a Note or portion thereof by delivering a Change of Control Repurchase Notice as contemplated by Section 601(d)thereof, the such conversion right in respect of such the Note or portion thereof, as the case may be, thereof shall not exercisable except to the extent that such Holder shall have withdrawn such Change of Control Repurchase Notice prior to expire at the close of business on the applicable Business Day immediately preceding the Put Right Repurchase Date or Change of in Control Repurchase Date by delivery of a written notice of withdrawal in accordance with Section 602 hereofDate, as applicable. The price at which shares of Common Stock shall be delivered upon conversion (the "Conversion Price") shall be initially equal to $32.95 3.705 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (i) of Section 404 10.04 and in Section 412 10.12 hereof. The In all events, upon the delivery by the Company to the Holders of the full number of the shares of Common Stock issuable upon conversion into which the Notes are convertible, together with any cash payment for the Holders' fractional shares, the obligation of a Note (or portions thereof) shall be equal the Company to the amount obtained by dividing pay the principal amount of such Note (the Notes and any accrued and unpaid interest thereon shall be deemed satisfied. Accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or portion thereof) being converted by the Conversion Price as in effect at the time of conversion and rounding the quotient to the nearest 1/100th of a share, with 5/1,000ths of a share rounded upwardsforfeited.

Appears in 1 contract

Samples: Indenture (Finisar Corp)

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Conversion Right and Conversion Price. Subject to and upon compliance with the provisions of this Article FourArticle, at the option of the Holder thereof, any Outstanding Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on the Final Maturity Date of Business Day immediately preceding September 1, 2011 unless the NotesNotes or a portion thereof are called for redemption or are repurchased. In case a Note or portion thereof is called for redemption, such conversion right in respect of the Note or the portion so called for redemption called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption. In the case of a Change of Control for which the Holder exercises its repurchase right Repurchase Right with respect to a Note or portion thereof by delivering a Change of Control Repurchase Notice as contemplated by Section 601(d)thereof, the such conversion right in respect of such the Note or portion thereof, as the case may be, thereof shall not exercisable except to the extent that such Holder shall have withdrawn such Change of Control Repurchase Notice prior to expire at the close of business on the applicable Change of Control Business Day immediately preceding the Repurchase Date by delivery of a written notice of withdrawal in accordance with Section 602 hereofDate. The price rate at which shares of Common Stock shall be delivered upon conversion (the "Conversion Price"Rate”) shall be initially equal to 500 shares per $32.95 per share 1,000 principal amount of Common StockNotes. The Conversion Price of the Notes (the “Conversion Price”) shall equal $1,000 divided by the Conversion Rate (rounded to the nearest cent). The Conversion Price shall be adjusted in certain instances as provided in paragraphs (a)Section 12.4 hereof. If a Holder converts all or any portion of its Notes prior to October 31, (b)2008, (c)upon such conversion, (d)in addition to the Common Stock such Holder would receive, (e), (f), (h) and the Holder will be entitled to receive with respect to each Note so converted an amount in cash equal to the difference of (i) of Section 404 and in Section 412 hereof. The number of shares of Common Stock issuable upon conversion of a Note (or portions thereof) shall be equal to the amount obtained by dividing of all interest that the principal Company would be required to pay on such Note from the date hereof through October 31, 2008 and (ii) the amount of interest actually paid on such Note (or portion thereof) being converted by the Conversion Price as in effect at Company prior to the time of conversion and rounding the quotient to the nearest 1/100th of a share, with 5/1,000ths of a share rounded upwardsconversion.

Appears in 1 contract

Samples: Exchange and Redemption Agreement (Ciphergen Biosystems Inc)

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