Conversion Upon a Fundamental Change. (a) The Company must give notice (a “Fundamental Change Notice”) of each Fundamental Change to all Holders of the Preferred Stock no later than 10 Business Days prior to the anticipated Effective Date (determined in good faith by the Board) of the Fundamental Change or, if not practicable because the Company is unaware of the Fundamental Change, as soon as reasonably practicable but in any event no later than 1 Business Day after the Company becomes aware of such Fundamental Change.
Conversion Upon a Fundamental Change. (i) In the event that the Company enters into any agreement with respect to a transaction that is expected to constitute a Fundamental Change, the Company shall disclose the material terms of such agreement in a current report on Form 8-K (or in a press release if the Company is not then required to file such current reports on Form 8-K with the SEC). In the event that such a Fundamental Change occurs, if a Holder exercises its right to convert its Notes during the period from the effective date of the transaction until the Close of Business on the Business Day immediately preceding the related Fundamental Change Repurchase Date or, if there is no Fundamental Change Repurchase Date, the 35th Trading Day immediately following the effective date of such transaction, then such conversion shall be deemed to have occurred “in connection with a Fundamental Change.”
Conversion Upon a Fundamental Change. If (1) the Company is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of the Company’s property and assets that does not constitute a Fundamental Change, in each case, pursuant to which the Company Common Stock would be converted into cash, securities and/or other property or (2) a Fundamental Change occurs, the Company shall notify each Holder at least 10 Business Days prior to the anticipated effective date for any such transaction by notice in writing. In such event, each Holder will have the right to convert its Notes at any time beginning 10 Business Days prior to the date the Company notifies such Holder as being the anticipated effective date of the transaction to, and including (x) in the case of any transaction described in clause (1) above, the date which is 35 calendar days after the date that is the actual effective date of such transaction and (y) in the case of any transaction described in clause (2) above the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. If any Holder has submitted any or all of its Notes for repurchase in connection with a Fundamental Change, unless such Holder has withdrawn such Notes in a timely fashion, its conversion rights on the Notes so subject to repurchase will expire at the close of business on the Business Day preceding the Fundamental Change Repurchase Date, unless the Company defaults in the payment of the Fundamental Change Repurchase Price. If any Holder has submitted any Notes for repurchase, such Notes may be converted only if such Holder properly submits a withdrawal notice and, if the Notes submitted are evidenced by a Global Note, such Holder complies with appropriate Depositary procedures.
Conversion Upon a Fundamental Change. If a Fundamental Change occurs, a holder of Notes may convert its Notes at any time beginning fifteen (15) Business Days prior to the date announced by the Issuer as the anticipated Effective Date of the Fundamental Change up to and including the fifth Business Day following the Effective Date of the Fundamental Change. The Issuer shall notify holders of the Notes of the anticipated Effective Date of the Fundamental Change as promptly as practicable following the date on which it publicly announces a Fundamental Change (but in no event less than twenty (20) Business Days prior to the anticipated Effective Date of the Fundamental Change).
Conversion Upon a Fundamental Change. If the Company is party to a Fundamental Change, from and after the date that is 15 days prior to the anticipated effective date of such Fundamental Change until and including the date that is 15 days after the actual Effective Date (or, if such Fundamental Change also results in holders having the right to require us to repurchase their notes, until the Business Day immediately preceding the Fundamental Change Repurchase Date). Whenever the Notes shall become convertible pursuant to this Section 11.01, the Company, or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the holders of the event triggering such convertibility in the manner provided in Section 13.02 and, in the cases of clauses (iv) and (v) of this Section 11.01(a), in the manner provided in Sections 11.01(b) and (c), respectively, and the Company shall also publicly announce such information and publish it on the Company’s web site. Any notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice.
Conversion Upon a Fundamental Change. If a Fundamental Change occurs, the Company shall, to the extent practicable, notify each Holder at least 30 Business Days prior to the anticipated effective date for any such transaction. In such event, each Holder will have the right to convert its Notes at any time beginning 30 Business Days prior to the date the Company notifies such Holder as being the anticipated effective date of the transaction until the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. If any Holder has submitted any or all of its Notes for repurchase in connection with a Fundamental Change, unless such Holder has withdrawn such Notes in a timely fashion, its conversion rights on the Notes so subject to repurchase will expire at the close of business on the Business Day preceding the Fundamental Change Repurchase Date, unless the Company defaults in the payment of the Fundamental Change Repurchase Price. If any Holder has submitted any Notes for repurchase, such Notes may be converted only if such Holder properly submits a withdrawal notice and, if the Notes submitted are evidenced by a Global Note, such Holder complies with appropriate Depositary procedures.
Conversion Upon a Fundamental Change. (a) Upon any conversion during the period (the “Fundamental Change Conversion Period”) beginning on a Fundamental Change Effective Date and ending on the date that is 30 days after such Fundamental Change Effective Date (the “Special Rights End Date”), such holder will be deemed a record holder of Common Units on the Special Rights End Date and shall receive, for each Series A Preferred Unit surrendered for conversion, the greater of (A) a number of Common Units equal to the sum of (i) the Conversion Rate and (ii) the Make-Whole Premium, if any, as calculated and described pursuant to Section 16.8 and, and (B) a number of Common Units equal to the Conversion Rate which will be increased to equal (i) the sum of the Stated Series A Liquidation Preference plus all accumulated and unpaid distributions to, but 115 excluding, the settlement date for such conversion, divided by (ii) the average of the Last Reported Sale Prices of Common Units for the five consecutive Series A Trading Days ending on the third Series A Business Day prior to such settlement date. Notwithstanding the foregoing, the Conversion Rate as adjusted as described in this Section 16.7(a) will not exceed 8.6957 Common Units per Series A Preferred Unit (subject to adjustment in the same manner as the Conversion Rate), which is equal to the Stated Series A Liquidation Preference, divided by 50% of the Last Reported Sale Prices of Common Units on May 5, 2015.
Conversion Upon a Fundamental Change. (A) Upon any conversion during the period (the “Fundamental Change Conversion Period”) beginning on a Fundamental Change Effective Date and ending on the date that is 30 days after such Fundamental Change Effective Date (the “Expiration Date”), each holder of Series A Preferred Stock shall receive, for each share of Series A Preferred Stock converted, either (i) a number of shares of the Company’s Common Stock equal to the then-applicable Conversion Rate, plus a number of Additional Shares, if any, or (ii) a number of shares of Common Stock equal to the Conversion Rate which will be increased to equal the sum of the Liquidation Preference plus all accumulated and unpaid dividends to, but excluding, the settlement date for such conversion divided by the Market Value of the Common Stock. Notwithstanding the foregoing, the Conversion Rate as adjusted as described in clause (A)(ii) will not exceed 10.3448 shares of Common Stock per share of Series A Preferred Stock (subject to adjustment in the same manner as the Conversion Rate as provided in Section 5).
Conversion Upon a Fundamental Change. Section 4.01. Right of the Lender to Convert the Loan Upon a Fundamental Change.
Conversion Upon a Fundamental Change. In the event of a Fundamental Change, the Lender will have the right, but not the obligation, to convert the Principal Amount of the Loan at the Close of Business on the Fundamental Change Conversion Date for such Fundamental Change and the Conversion Consideration due in respect of the Principal Amount of the Loan to be converted will be a number of Common Shares equal to the quotient obtained by dividing (1) the Principal Amount of the Loan plus accrued and unpaid interest (to the extent such accrued and unpaid interest is not included in the Principal Amount) by (2) the Conversion Price then in effect on the Fundamental Change Conversion Date for such conversion in accordance with the provisions under Section 5.02 and Section 5.03. Additionally, on any such Fundamental Change Conversion Date, the Company shall deliver the Conversion Fee Shares to the Lender. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.02(C) and such Fundamental Change Conversion Date occurs on the Business Day immediately after such Interest Payment Date, then the Principal Amount of the Loan will include interest on the Loan to be converted from, and including, such Interest Payment Date.
