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 give written notice (the “Fundamental Change Notice”) to all Holders and the Trustee of any such Fundamental Change and issue a press release providing the same information no later than 35 days prior to the anticipated Effective Date of any such Make Whole Fundamental Change and no later than five days following the Effective Date of any such Termination of Trading. (i) If a Holder elects to convert Securities in connection with a Make Whole Fundamental Change or a Termination of Trading, the Conversion Rate applicable to each $1,000 principal amount of Securities so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as specified in Section 12.02(e)(ii) below. Settlement of Securities so tendered for conversion shall be made in accordance with Section 12.01(h) or Section 12.01(k), as applicable. For purposes of this Section 12.01(e), a conversion shall be deemed to be “in connection” with a Make Whole Fundamental Change or Termination of Trading to the extent that such conversion is effected during the relevant time period specified in Section 12.01(b). (ii) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the Conversion Date for the Securities being converted and the Stock Price; provided, however, that if the actual Stock Price is between two Stock Prices in the table or the relevant Conversion Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Prices and the two Conversion Dates, as applicable, based on a 365-day year; and provided, further, however, that if (1) the Stock Price is greater than $65.00 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 12.04), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $22.32 per share (subject to adjustment in the same manner as set forth in Section 12.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 44.8028 per $1,000 principal amount of Securities (subject to adjustment in the same manner as set forth in Section 12.04). (iii) The Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares within the table in Schedule A hereto shall be adjusted in the same manner as the Conversion Rate as set forth in Section 12.04. (i) Subject to Section 12.11 and except to the extent the Company has irrevocably elected Principal Cash Settlement as set forth in Section 12.01(g) below, in lieu of delivery of shares of Common Stock in satisfaction of the Company’s obligation upon conversion of Securities (the “Conversion Obligation”), the Company may elect to deliver cash or a combination of cash and shares of Common Stock in satisfaction of such Conversion Obligation. (ii) Except to the extent the Company has irrevocably elected Principal Cash Settlement as set forth in Section 12.01(g) below, the Company shall inform the Holders through the Trustee of the method the Company has chosen to satisfy its Conversion Obligation upon conversion, as follows: (A) in respect of Securities converted during the period beginning twenty-five Trading Days immediately preceding the Stated Maturity and ending on the Trading Day immediately preceding the Stated Maturity, twenty-six Trading Days immediately preceding the Stated Maturity; and (B) in all other cases, no later than two Trading Days following the Conversion Date. (iii) If the Company elects to satisfy any portion of its Conversion Obligation by delivering cash, the Company shall specify in such notice the portion to be paid in cash. The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not have any obligation to satisfy Conversion Obligations arising on different Trading Days in the same manner. (iv) If the Company elects to satisfy any portion of the Conversion Obligation in cash (other than cash in lieu of fractional shares, if applicable), a Holder may retract its conversion notice at any time during the two Trading Day period beginning on the Trading Day after the last Trading Day after the Company has notified the Trustee and the Holders of the method of settlement it has elected (the “Conversion Retraction Period”); provided that no such retraction can be made (and a conversion notice shall be irrevocable) (A) if the Holder delivers the conversion notice during the period beginning 25 Trading Days immediately preceding the Stated Maturity and ending one Trading Day immediately preceding the Stated Maturity or (B) if the Company has irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g) before such Holder delivers its conversion notice. No retraction can be made and a conversion notice shall be irrevocable if the Company does not elect to deliver any cash upon conversion. (v) With respect to each Holder that exercises its conversion right in accordance with this Indenture, if such Holder’s conversion notice has not been retracted, assuming all of the other requirements have been satisfied by such Holder, then settlement (a) in Common Stock only shall occur as soon as reasonably practicable after the third Trading Day following the Conversion Date and (b) in cash or in a combination of cash and Common Stock shall occur on the third Trading Day following the final Trading Day of the Conversion Period. (vi) Settlement amounts shall be computed as follows: (A) if the Company elects to satisfy the entire Conversion Obligation in Common Stock, the Company shall deliver to such Holder for each $1,000 principal amount of Securities converted a number of shares of Common Stock equal to the Conversion Rate, then in effect on the date of conversion (plus cash in lieu of fractional shares, if applicable, calculated as provided in Section 12.03); (B) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company shall deliver to such holder for each $1,000 principal amount of Securities converted cash in an amount equal to the Conversion Value; (C) if the Company elects to satisfy the Conversion Obligation in a combination of cash (excluding any cash paid for fractional shares, if applicable) and Common Stock (including pursuant to Section 12.01(g)), the Company shall deliver to such Holder for each $1,000 principal amount of Securities converted:
Appears in 1 contract
Sources: Indenture (Lifetime Brands, Inc)
Conversion Right and Conversion Rate. (a) Subject to and upon compliance with the provisions of this ArticleArticle 8, at the option of the Holder thereof, any Security or any portion of the principal amount thereof of any Note that is $1,000 or a an integral multiple of $1,000 may be convertedconverted into cash and, at any time, at the principal amount thereof, or of such portion thereof, into the number of duly authorizedunder certain circumstances set forth in Section 8.02 hereof, fully paid and nonassessable non-assessable shares of Common Stock at the Conversion Rate Rate, determined as hereinafter provided, in effect at the time of conversion. Such The Holders of the Notes may surrender Notes for conversion right shall commence at the applicable Conversion Rate prior to the state Maturity under any of the following circumstances:
(1) prior to June 15, 2012, during any Conversion Period, if the Closing Sale Price of the Common Stock for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the Issue first day of such Conversion Period is greater than 120% of the applicable Conversion Price on the first day of the Conversion Period (the “Sale Price Condition”);
(2) prior to June 15, 2012, during the five consecutive Business Day period following any five consecutive Trading Day period in which the Trading Price of a Note for each day of that trading period was less than 95% of the Closing Sale Price of the Common Stock on such corresponding Trading Day as multiplied by the applicable Conversion Rate (the “Trading Price Condition”);
(3) at any time on or after June 15, 2012; or
(4) upon the occurrence of specified corporate transactions set forth in Section 8.07 hereof.
(b) If any of the events described in clauses (2), (3) or (4) of the definition of Fundamental Change occurs, Holders may surrender any Notes for conversion during the period starting on the 15th day prior to the anticipated Effective Date of the applicable Fundamental Change and expire ending at the close of business on the Business Day immediately 15th day after the actual Effective Date of such Fundamental Change transaction or, if such transaction results in Holders having a right to require the Company to repurchase the Notes, the second business day preceding Maturitythe Fundamental Change Repurchase Date (as specified in the Fundamental Change Repurchase Right Notice). In connection with such a Fundamental Change and in accordance with Section 4.15 hereof, the Company will send Holders a Fundamental Change Conversion Right Notice at least 15 Trading Days prior to the anticipated Effective Date of the Fundamental Change in which the Company will notify Holders that, among other things, they will have the right to convert the Notes. Upon such a conversion in connection with the events described in clauses (2), (3) or (4) of the definition of Fundamental Change, Holders will receive any increase in the conversion rate pursuant to Section 8.05(e) hereof if such conversion occurs within the time frames specified therein (subject to the right of the Company set forth in Section 8.05(f) hereof). Notwithstanding the foregoing, if the Effective Date of the Fundamental Change identified in the Fundamental Change Conversion Right Notice does not occur within 20 days of the anticipated Effective Date specified in such notice, then the right of Holders to convert the Notes will terminate and, to the extent such Fundamental Change is expected to occur at a later date, the Company again shall comply with the requirements of this Section 8.01(b) at such later date in connection with such Fundamental Change. If a Fundamental Change occurs, Holders may also have the right, at the option of the Holders, to require the Company to repurchase all or a portion of the Notes in accordance with Section 4.15 hereof.
(bc) If a In case any Holder of Notes exercises its Repurchase Right right to require the Company to repurchase such Notes in accordance with respect to a Security or portion thereofSection 4.15 hereof, such the conversion right in respect of the Security Note, or portion thereof so submitted, shall expire at the close of business on the last Business Day immediately preceding the Fundamental Change Repurchase DateDate or such earlier date as the Notes are presented for purchase, unless the Company defaults in making the payment due upon repurchase, in which case such conversion right shall expire at the close of business on the date the default is cured and the Notes are purchased by the Company (in each case subject to any Applicable Procedures with respect to any Global Note). If any Holder has submitted Notes for repurchase upon a Fundamental Change in accordance with Section 4.15 hereof, such Notes submitted for repurchase may be converted only if such Holder withdraws the election for repurchase in accordance with Section 4.15 hereof.
(cd) The initial Conversion Rate for each $1,000 principal amount of the Securities shall be 35.7143 Notes converted into shares of Common Stock shall initially will be converted at a Conversion Price of $31.25 per share. The rate at which shares of Common Stock shall be delivered upon conversion (herein called the “Conversion Rate”) (which is equivalent to an initial Conversion Price shall be initially 31.9980 shares of Common Stock for each U.S. $1,000 principal amount of the Securities of approximately $28.00 per share of Common Stock)Notes. The Conversion Rate is subject to adjustment in certain instances as will be adjusted under the circumstances provided in paragraphs (a)Section 8.05. All calculations under this Article shall be made to the nearest cent or to the nearest one-hundredth of a share, (b), (c), (d), as the case may be.
(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 Agent shall determine whether the Conversion Rate shall be increased by 3% for such Securities converted.
(d) If a Make Whole Fundamental Change Sale Price Condition or a Termination of the 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 give written notice (the “Fundamental Change Notice”) to all Holders and the Trustee of any such Fundamental Change and issue a press release providing the same information no later than 35 days prior to the anticipated Effective Date of any such Make Whole Fundamental Change and no later than five days following the Effective Date of any such Termination of Trading.
(i) If a Holder elects to convert Securities in connection with a Make Whole Fundamental Change or a Termination of Trading, the Conversion Rate applicable to each $1,000 principal amount of Securities so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as specified in Section 12.02(e)(ii) below. Settlement of Securities so tendered for conversion shall be made Price Condition has been satisfied in accordance with Section 12.01(h) or Section 12.01(k), as applicable. For purposes of this Section 12.01(e), a conversion shall be deemed to be “in connection” with a Make Whole Fundamental Change or Termination of Trading to the extent that such conversion is effected during the relevant time period specified in Section 12.01(b8.11(a).
(ii) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the Conversion Date for the Securities being converted and the Stock Price; provided, however, that if the actual Stock Price is between two Stock Prices in the table or the relevant Conversion Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Prices and the two Conversion Dates, as applicable, based on a 365-day year; and provided, further, however, that if (1) the Stock Price is greater than $65.00 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 12.04), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $22.32 per share (subject to adjustment in the same manner as set forth in Section 12.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 44.8028 per $1,000 principal amount of Securities (subject to adjustment in the same manner as set forth in Section 12.04).
(iii) The Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted as of any date on which the Conversion Rate is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares within the table in Schedule A hereto shall be adjusted in the same manner as the Conversion Rate as set forth in Section 12.04.
(i) Subject to Section 12.11 and except to the extent the Company has irrevocably elected Principal Cash Settlement as set forth in Section 12.01(g) below, in lieu of delivery of shares of Common Stock in satisfaction of the Company’s obligation upon conversion of Securities (the “Conversion Obligation”), the Company may elect to deliver cash or a combination of cash and shares of Common Stock in satisfaction of such Conversion Obligation.
(ii) Except to the extent the Company has irrevocably elected Principal Cash Settlement as set forth in Section 12.01(g) below, the Company shall inform the Holders through the Trustee of the method the Company has chosen to satisfy its Conversion Obligation upon conversion, as follows: (A) in respect of Securities converted during the period beginning twenty-five Trading Days immediately preceding the Stated Maturity and ending on the Trading Day immediately preceding the Stated Maturity, twenty-six Trading Days immediately preceding the Stated Maturity; and (B) in all other cases, no later than two Trading Days following the Conversion Date.
(iii) If the Company elects to satisfy any portion of its Conversion Obligation by delivering cash, the Company shall specify in such notice the portion to be paid in cash. The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not have any obligation to satisfy Conversion Obligations arising on different Trading Days in the same manner.
(iv) If the Company elects to satisfy any portion of the Conversion Obligation in cash (other than cash in lieu of fractional shares, if applicable), a Holder may retract its conversion notice at any time during the two Trading Day period beginning on the Trading Day after the last Trading Day after the Company has notified the Trustee and the Holders of the method of settlement it has elected (the “Conversion Retraction Period”); provided that no such retraction can be made (and a conversion notice shall be irrevocable) (A) if the Holder delivers the conversion notice during the period beginning 25 Trading Days immediately preceding the Stated Maturity and ending one Trading Day immediately preceding the Stated Maturity or (B) if the Company has irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g) before such Holder delivers its conversion notice. No retraction can be made and a conversion notice shall be irrevocable if the Company does not elect to deliver any cash upon conversion.
(v) With respect to each Holder that exercises its conversion right in accordance with this Indenture, if such Holder’s conversion notice has not been retracted, assuming all of the other requirements have been satisfied by such Holder, then settlement (a) in Common Stock only shall occur as soon as reasonably practicable after the third Trading Day following the Conversion Date and (b) in cash or in a combination of cash and Common Stock shall occur on the third Trading Day following the final Trading Day of the Conversion Period.
(vi) Settlement amounts shall be computed as follows:
(A) if the Company elects to satisfy the entire Conversion Obligation in Common Stock, the Company shall deliver to such Holder for each $1,000 principal amount of Securities converted a number of shares of Common Stock equal to the Conversion Rate, then in effect on the date of conversion (plus cash in lieu of fractional shares, if applicable, calculated as provided in Section 12.03);
(B) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company shall deliver to such holder for each $1,000 principal amount of Securities converted cash in an amount equal to the Conversion Value;
(C) if the Company elects to satisfy the Conversion Obligation in a combination of cash (excluding any cash paid for fractional shares, if applicable) and Common Stock (including pursuant to Section 12.01(g)), the Company shall deliver to such Holder for each $1,000 principal amount of Securities converted:
Appears in 1 contract
Sources: Indenture (Fti Consulting Inc)
Conversion Right and Conversion Rate. (ai) 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 thereofMaturity or, such conversion right in respect of if the Security or portion thereof shall expire Securities have been called for redemption, at the close of business on the Business Day preceding immediately prior the Repurchase Redemption 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.
(dii) If a Make Whole Fundamental transaction described in clause (2) of the definition of Change of Control occurs on or a Termination of Trading occurs prior to January 15, 2012, the close of business on Company shall give notice to the Business Day prior to Maturity, a Holder surrendering Securities for conversion, (i) in the case of a Make Whole Fundamental Change, Trustee and all Holders at any time from and after the 30th day least 20 days prior to the anticipated Effective Date of such Make Whole Fundamental ChangeChange of Control. A Holder converting any Security pursuant to this Article 12, or (ii) in at anytime beginning on 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 date 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 give written notice (the “Fundamental Change Notice”) to all Holders and the Trustee of any such Fundamental Change and issue a press release providing the same information no later than 35 is 15 days prior to the anticipated Effective Date of any such Make Whole Fundamental Change of Control and no later than five ending on the date that is 15 days following after the actual Effective Date Date, shall be entitled to receive, in addition to a number of any such Termination shares of Trading.
(i) If a Holder elects Common Stock equal to convert Securities in connection with a Make Whole Fundamental Change or a Termination of Trading, the Conversion Rate applicable to each per $1,000 principal amount of Securities so converted shall be increased by Securities, an additional number of shares of Common Stock (the “"ADDITIONAL SHARES") as set forth in this clause (a)(ii). If the Conversion Date for such Securities occurs on or after the 15th day prior to the anticipated Effective Date, the Additional Shares”) as specified , or the value thereof, will be delivered to the converting Holders on the later of the Effective Date and the third Business Day following the Conversion Date. As set forth in Section 12.02(e)(ii) below. Settlement of 12.04, unless the Company elects to change the conversion obligation into Acquirer Common Stock, if a Holder tenders Securities so tendered for conversion shall after the Effective Date of such Change of Control transaction, the Securities will be made converted into the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that the Holders would have owned or been entitled to receive in accordance with Section 12.01(h) such Change of Control transaction had such Securities been converted and the Holders had received Common Stock immediately prior to such transaction. If the Conversion Date is after the Effective Date and on or Section 12.01(k), as applicable. For purposes of this Section 12.01(e), a conversion shall be deemed to be “in connection” with a Make Whole Fundamental Change or Termination of Trading prior to the extent date that is 15 days after the Effective Date, the kind and amount of such conversion is effected during shares of stock, securities or other property will be based on the relevant time period specified in Section 12.01(b).
(ii) Conversion Rate plus the Additional Shares. The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the Conversion Effective Date for the Securities being converted and the Stock Price; provided, however, provided that if the actual Stock Price is equal to or in excess of $150 per share (subject in each case to adjustment as described below) or if the Stock Price is less than $17.50 per share (subject to adjustment), the number of Additional Shares shall be zero; provided that if the Stock Price is between two Stock Prices Price amounts in the table or the relevant Conversion Date is between two Effective Dates dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Prices Price amounts and the two Conversion Datesdates, as applicable, based on a 365-day year; and provided, further, however, that if (1) the Stock Price is greater than $65.00 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 12.04), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $22.32 per share (subject to adjustment in the same manner as set forth in Section 12.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 44.8028 per $1,000 principal amount of Securities (subject to adjustment in the same manner as set forth in Section 12.04).
(iii) The Stock Prices set forth in the first row of the table in Schedule A hereto and set forth in the proviso in the first sentence of the preceding paragraph shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Company's obligation to deliver Additional Shares shall be subject to adjustment in the same manner as the Conversion Rate as set forth Section 12.04 and Section 12.11. Notwithstanding the foregoing, in no event will the total number of Additional Shares within the table in Schedule A hereto shall be adjusted shares of Common Stock issuable upon conversion exceed 53.5000 per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 12.04.
(i) Subject to 12.04 and Section 12.11 and except to 12.11. Promptly following the extent the Company has irrevocably elected Principal Cash Settlement as set forth in Section 12.01(g) below, in lieu of delivery of shares of Common Stock in satisfaction of the Company’s obligation upon conversion of Securities (the “Conversion Obligation”), the Company may elect to deliver cash or a combination of cash and shares of Common Stock in satisfaction of such Conversion Obligation.
(ii) Except to the extent the Company has irrevocably elected Principal Cash Settlement as set forth in Section 12.01(g) belowEffective Date, the Company shall inform calculate the Holders through Stock Price and the number of Additional Shares based on the applicable Stock Price and Effective Date. No less than three Business Days following the Effective Date, the Company shall notify the Trustee of the method the Company has chosen to satisfy its Conversion Obligation upon conversion, as follows: (A) in respect results of Securities converted during the period beginning twenty-five Trading Days immediately preceding the Stated Maturity such calculations and ending on the Trading Day immediately preceding the Stated Maturity, twenty-six Trading Days immediately preceding the Stated Maturity; and (B) in all other cases, no later than two Trading Days following the Conversion Date.
(iii) If the Company elects to satisfy any portion of its Conversion Obligation by delivering cash, the Company shall specify in such notice the portion to be paid in cash. The Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not have any obligation to satisfy Conversion Obligations arising on different Trading Days in the same manner.
(iv) If the Company elects to satisfy any portion of the Conversion Obligation in cash (other than cash in lieu of fractional shares, if applicable), a Holder may retract its conversion notice at any time during the two Trading Day period beginning on the Trading Day after the last Trading Day after the Company has notified the Trustee and notify the Holders of the method of settlement it has elected (the “Conversion Retraction Period”); provided that no such retraction can be made (and a conversion notice shall be irrevocable) (A) if the Holder delivers the conversion notice during the period beginning 25 Trading Days immediately preceding the Stated Maturity and ending one Trading Day immediately preceding the Stated Maturity or (B) if the Company has irrevocably elected Principal Cash Settlement pursuant to Section 12.01(g) before such Holder delivers its conversion notice. No retraction can be made and a conversion notice shall be irrevocable if the Company does not elect to deliver any cash upon conversion.
(v) With respect to each Holder that exercises its conversion right in accordance with this Indenture, if such Holder’s conversion notice has not been retracted, assuming all of the other requirements have been satisfied by such Holder, then settlement (a) in Common Stock only shall occur as soon as reasonably practicable after the third Trading Day following the Conversion Date and (b) in cash or in a combination of cash and Common Stock shall occur on the third Trading Day following the final Trading Day of the Conversion Period.
(vi) Settlement amounts shall be computed as follows:
(A) if the Company elects to satisfy the entire Conversion Obligation in Common StockPrice, the Company shall deliver to such Holder for each number of Additional Shares per $1,000 principal amount of Securities converted a number of shares of Common Stock equal to the Conversion Rate, then in effect on the date of conversion (plus cash in lieu of fractional shares, if applicable, calculated as provided in Section 12.03);
(B) if the Company elects to satisfy the entire Conversion Obligation in cash, the Securities. The Company shall deliver to issue a press release containing the information described in this paragraph and publish such holder for each $1,000 principal amount of Securities converted cash in an amount equal to the Conversion Value;
(C) if the Company elects to satisfy the Conversion Obligation in a combination of cash (excluding any cash paid for fractional shares, if applicable) and Common Stock (including pursuant to Section 12.01(g)), the Company shall deliver to such Holder for each $1,000 principal amount of Securities converted:information on its website.
Appears in 1 contract
Sources: Indenture (Dov Pharmaceutical Inc)