Conversion Right and Conversion Rate Sample Clauses
The Conversion Right and Conversion Rate clause defines the conditions under which a security, such as a convertible note or preferred stock, can be converted into another form of equity, typically common stock, and specifies the rate or formula used for this conversion. In practice, this clause outlines when holders may exercise their right to convert, such as upon a financing event or at maturity, and details how many shares of the new security they will receive for each unit of the original security. Its core function is to provide clarity and predictability for both issuers and investors regarding how and when conversions occur, thereby reducing disputes and aligning expectations.
Conversion Right and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any portion of the principal amount of any Note that is an integral multiple of $1,000 may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. The Holders may surrender Notes for conversion at the applicable Conversion Rate at any time after the Exchange Offer Completion Date until the close of business on the Business Day immediately preceding the final maturity date of the Notes.
(b) All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.
Conversion Right and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into the number of duly authorized, fully paid and nonassessable shares of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on September 27, 2012.
(b) In the case of a Fundamental Change for which the Holder exercises its Repurchase Right with respect to a Security or portion thereof, such conversion right in respect of the Security or portion thereof shall expire at the close of business on the Business Day preceding the Repurchase Date.
(c) The rate at which shares of Common Stock shall be delivered upon conversion (the “Conversion Rate”) shall be initially equal to 24.0964 shares of Common Stock per $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) and (l) of Section 12.4 hereof.
(d) If a Holder converts its Securities in connection with a Fundamental Change, such Holder will be entitled to receive an amount, payable in Common Stock equal to the Make-Whole Premium pursuant to Section 12.13, in addition to the shares of Common Stock deliverable upon conversion of the Securities.
Conversion Right and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article VI, at the option of the Holder thereof, at any time prior to the close of business on the date of Stated Maturity, unless earlier repurchased, any portion of the principal amount of any Note that is an integral multiple of $1,000 (provided that the principal amount of such Note to remain Outstanding after such conversion is equal to $2,000 or any integral multiple of $1,000 in excess thereof) may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion.
(b) If any Holder has submitted Notes for repurchase upon a Fundamental Change in accordance with Article 11 hereof, such Notes submitted for repurchase may be converted only if such Holder withdraws the election for repurchase in accordance with Section 11.07 hereof.
(c) The rate at which shares of Common Stock shall be delivered upon conversion (herein called the “Conversion Rate”) shall be initially 49.5872 shares of Common Stock for each $1,000 principal amount of Notes. The Conversion Rate will be adjusted under the circumstances provided in Section 6.05. All calculations under this Article shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be.
Conversion Right and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article VI, at the option of the Holder thereof, at any time prior to Maturity, unless earlier repurchased, any portion of the principal amount of any Note that is an integral multiple of $1,000 (provided that the principal amount of such security to remain outstanding after such conversion is equal to $2,000 or any integral multiple of $1,000 in excess thereof) may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion.
(b) If any Holder has submitted Notes for repurchase upon a Fundamental Change in accordance with Section 3.7(g) hereof, such Notes submitted for repurchase may be converted only if such Holder withdraws the election for repurchase in accordance with Section 3.7 hereof.
(c) Each $1,000 principal amount of notes converted into shares of Common Stock shall initially will be converted at a Conversion Price of $[ ] per share. The rate at which shares of Common Stock shall be delivered upon conversion (herein called the “Conversion Rate”) shall be initially [ ] shares of Common Stock for each $1,000 principal amount of Notes. The Conversion Rate will be adjusted under the circumstances provided in Section 6.5. All calculations under this Article shall be made to the nearest 1/10th cent or to the nearest 1/10,000ths of a share, as the case may be.
Conversion Right and Conversion Rate. (a) Subject to compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is $1,000 or a multiple of $1,000 may be converted, at any time, at the principal amount thereof, or of such portion thereof, into the number of duly authorized, fully paid and nonassessable shares of Common Stock at the Conversion Rate in effect at the time of conversion. Such conversion right shall commence on the Issue Date and expire at the close of business on the Business Day immediately preceding Maturity.
(b) If a Holder exercises its Repurchase Right with respect to a Security or portion thereof, such conversion right in respect of the Security or portion thereof shall expire at the close of business on the Business Day preceding the Repurchase Date.
(c) The initial Conversion Rate for each $1,000 principal amount of the Securities shall be 35.7143 shares of Common Stock (herein called the “Conversion Rate”) (which is equivalent to an initial Conversion Price for each $1,000 principal amount of the Securities of approximately $28.00 per share of Common Stock). The Conversion Rate is subject to adjustment in certain instances as provided in paragraphs (a), (b), (c), (d), (e) and (f) of Section 12.04 hereof; provided that if, at any time a Holder tenders Securities for conversion, there exists a Registration Default, the Conversion Rate shall be increased by 3% for such Securities converted.
(d) If a Make Whole Fundamental Change or a Termination of Trading occurs prior to the close of business on the Business Day prior to Maturity, a Holder surrendering Securities for conversion, (i) in the case of a Make Whole Fundamental Change, at any time from and after the 30th day prior to the anticipated Effective Date of such Make Whole Fundamental Change, or (ii) in the case of a Termination of Trading, from and after the Effective Date of such Termination of Trading, until the 30th day following the actual Effective Date of such Make Whole Fundamental Change or such Termination of Trading, shall be entitled to the increase in the Conversion Rate, if any, specified in Section 12.01(e); provided that if a Holder converts its Securities on or after the 30th day prior to such anticipated Effective Date, and such Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate as described in Section 12.01(e) in connection with such conversion. The Company shall g...
Conversion Right and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article VI, at the option of the Holder thereof, at any time prior to the close of business on the date of Stated Maturity, unless earlier redeemed or repurchased, any portion of the principal amount of any Note that is an integral multiple of $1,000 (provided that the principal amount of such Note to remain Outstanding after such conversion is equal to $2,000 or any integral multiple of $1,000 in excess thereof) may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. In addition, in connection with any Notes called for redemption, the Company shall make the Make-whole Premium payment in cash on all such Notes called for redemption and converted during the period from the date the Company mailed the Notice of Redemption to and including the Redemption Date.
(b) If any Holder has submitted Notes for repurchase upon a Fundamental Change in accordance with Article 11 hereof, such Notes submitted for repurchase may be converted only if such Holder withdraws the election for repurchase in accordance with Section 11.07 hereof.
(c) The rate at which shares of Common Stock shall be delivered upon conversion (herein called the “Conversion Rate”) shall be initially 49.0557 shares of Common Stock for each $1,000 principal amount of Notes. The Conversion Rate will be adjusted under the circumstances provided in Section 6.05. All calculations under this Article shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be.
Conversion Right and Conversion Rate. 55 Section 10.02.
Conversion Right and Conversion Rate. 62 SECTION 12.2
Conversion Right and Conversion Rate. 4.1.1 Upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted into fully paid and non-assessable Shares (calculated as to each conversion to the nearest 1/10,000th of a share) at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, unless previously redeemed by the Company or purchased by the Company at the Holder’s option pursuant to a Change of Control Purchase Offer, at the Conversion Rate in effect at such time, determined as hereinafter provided, and subject to the adjustments described below.
4.1.2 The conversion rights pursuant to this Article 4 shall commence on the initial issuance date of the Securities and expire at the close of business on the Business Day immediately preceding the Final Maturity Date, subject, in the case of conversion of any Global Security, to any Applicable Procedures. If a Security is called for redemption or submitted or presented for purchase pursuant to Article 3 or Article 5, such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change of Control Purchase Date for such Security (unless the Company shall fail to make the Redemption Price payment when due in accordance with Article 3 or a Change of Control Purchase Price payment when due in accordance with Article 5, in which case the conversion right shall terminate at the close of business on the date such failure is cured and such Security is redeemed or purchased, as the case may be). Securities in respect of which a Change of Control Purchase Notice has been delivered may not be surrendered for conversion pursuant to this Article 4 prior to a valid withdrawal of such Change of Control Purchase Notice in accordance with the provisions of Article 5.
4.1.3 Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.
4.1.4 A Holder of Securities is not entitled to any rights of a holder of Shares until such Holder has converted its Securities into Shares, and only to the extent such Securities are deemed to have been converted into Shares pursuant to this Article 4.
4.1.5 The Conversion Rate shall be adjusted in certain instances as provided in this Article 4 and in Article 5.
Conversion Right and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article VI, at the option of the Holder thereof, at any time prior to the close of business on the date of Stated Maturity, unless earlier repurchased, any portion of the Original Principal Amount of any Note that is an integral multiple of $1,000 (provided that the 21 Original Principal Amount of such Note to remain Outstanding after such conversion is equal to $2,000 or any integral multiple of $1,000 in excess thereof) may be converted into fully paid and non-assessable shares of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion.
(b) If any Holder has submitted Notes for repurchase upon a Fundamental Change in accordance with Article 11 hereof, such Notes submitted for repurchase may be converted only if such Holder withdraws the election for repurchase in accordance with Section 11.07 hereof.
(c) The rate at which shares of Common Stock shall be delivered upon conversion (herein called the “Conversion Rate”) shall be initially 49.0557 shares of Common Stock for each $1,000 Original Principal Amount of Notes. The Conversion Rate will be adjusted under the circumstances provided in Section 6.05 and Section 6.11. All calculations under this Article shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be.