Conversion Upon a Fundamental Change Sample Clauses
The "Conversion Upon a Fundamental Change" clause defines the process by which convertible securities, such as bonds or preferred shares, are converted into common stock if a significant corporate event occurs, such as a merger, acquisition, or sale of substantially all assets. Typically, this clause outlines the specific triggers that constitute a fundamental change and details the conversion ratio or price adjustment that will apply in such scenarios. Its core function is to protect the interests of security holders by ensuring they have the opportunity to convert their holdings on favorable terms if the company's structure or ownership undergoes a major transformation, thereby mitigating the risk of value dilution or loss.
Conversion Upon a Fundamental Change. (a) The Corporation 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 Corporation is unaware of the Fundamental Change, as soon as reasonably practicable but in any event no later than one (1) Business Day after the Corporation becomes aware of such Fundamental Change.
(b) Within 15 days following the Effective Date of such Fundamental Change, each Outstanding share of the Preferred Stock shall (subject to the limitations set forth in Section 11), at the election of the Holder thereof pursuant to the delivery of a Notice of Conversion, be converted into a number of shares of Common Stock equal to (i) the greater of (A) the sum of the Conversion Rate on the Effective Date of such Fundamental Change plus the Fundamental Change Additional Shares and (B) the quotient of (x) the Liquidation Preference, divided by (y) the greater of (1) the applicable Holder Stock Price and (2) 66 2/3% of the Closing Sale Price of the Common Stock on the Issue Date (it being understood that for purposes of this Section 5(b) the Closing Sale Price shall be adjusted proportionally in the event of any stock split, stock dividend, issuance of rights, options or warrants or other event that would result in an adjustment to the Conversion Rate pursuant to Section 8(e)) plus (ii) the number of shares of the Common Stock that would be issued if any and all accumulated and unpaid dividends were paid in shares of the Common Stock in accordance with the terms hereof. Notwithstanding anything contained herein to the contrary, prior to the receipt of Shareholder Approval, shares of Preferred Stock shall not be convertible pursuant to this Section 5 in the aggregate into more than the Conversion Cap. As used herein, “Holder Stock Price” means (i) in the case of a Fundamental Change in which the Holders of Common Stock will receive only cash consideration, the price to be paid (or deemed paid) per share of Common Stock in such Fundamental Change transaction and (ii) in all other cases, the average Closing Sale Price of the Common Stock on the 10 consecutive Trading Days immediately preceding the Effective Date of the 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.”
(ii) In a conversion in connection with a Fundamental Change:
(1) for each $1.00 principal amount of Notes, the number of shares of Common Stock issuable upon conversion shall equal the greater of (1) $1.00 divided by the then applicable Conversion Price and (2) $1.00 divided by the Stock Price with respect to such Fundamental Change (such greater number of shares, the “Fundamental Change Conversion Number”), for which the form of settlement shall be determined as provided below;
(2) a Holder shall also be entitled to receive a cash payment for all accrued and unpaid interest on any such Notes being converted to, but not including the relevant date of settlement, in accordance with Section 14.02(j); and
(3) settlement upon conversion may be in the form of cash, shares of Common Stock or a combination thereof, in the Company’s sole discretion. Not later than the Close of Business on the date a Fundamental Change occurs, the Company shall provide to all Holders, the Trustee and the Conversion Agent written notice of its Settlement Method for Notes surrendered for conversion in connection with such Fundamental Change, and if the Company elects Combination Settlement, such notice shall state the dollar amount of cash to be paid for each $1.00 principal amount of Notes surrendered (the “Fundamental Change Cash Amount”). Section 14.02(d), (e) (not later than the dates specified below) and (f) through (j) shall apply to conversions of Notes in connection with a Fundamental Change.
(iii) If the Company elects Cash Settlement for Notes surrendered for conversion in connection with a Fundamental Change, for eac...
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. 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.
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, 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 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.