Conversion Upon Occurrence of Certain Corporate Transactions. If either:
Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.09 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security into Common Stock immediately prior to the transaction. If such transaction also constitutes a Designated Event, a Holder will be able to require the Company to repurchase all or a portion of such Holder’s Securities pursuant to paragraph 10 and Section 3.14 of the Indenture. In addition, if such transaction constitutes a Designated Event, the Securities will cease to be convertible after the fifteenth day following the actual effective date of the transaction giving rise to such Designated Event. A Security in respect of which a Holder has delivered a Repurchase Notice or Designated Event Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $18.20, subject to adjustment for certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The ability to surrender Securities for conversion will expire at the close of business on the Business Day preceding the Stated Maturity. Interest will not be paid on Securities that are converted; provided, however that, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be entitled to receive such interest payable on such Securities on the corresponding Interest Payment Date, and Securities surr...
Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 9 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 11.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security immediately prior to the transaction.
Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, in the event that the Company declares a dividend or distribution described in Section 11.07 of the Indenture, or a dividend or a distribution described in Section 11.08 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock on the Business Day immediately preceding the date of declaration for such dividend or distribution, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and Securities may be surrendered for conversion at any time thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such dividend or distribution will not take place. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all assets of the Company pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 11.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the date the Company announces the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its Security immediately prior to the transaction.
Conversion Upon Occurrence of Certain Corporate Transactions. Subject to earlier Redemption, Purchase at Holder's Option or Repurchase Upon Fundamental Change, if either:
Conversion Upon Occurrence of Certain Corporate Transactions. (a) Subject to the provisions of this paragraph 9 and notwithstanding the fact that any other condition described herein to conversion has not been satisfied, in the event the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of the Company's assets pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 12.14 of the Indenture, the Convertible Subordinated Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Company as the anticipated effective time until 15 days after the actual effective date of such transaction, and at the effective time of such transaction the right to convert a Convertible Subordinated Note into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other assets of the Company or another person which the holder would have received if the holder had converted its Convertible Subordinated Note into Common Stock immediately prior to the transaction. If such transaction also constitutes a Fundamental Change, a holder will be able to require the Company to purchase all or a portion of such holder's Convertible Subordinated Notes pursuant to Paragraph 7 and Section 3.10
Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions of this paragraph 9, in the event that the Company declares a dividend or distribution described in Section 10.07 of the Indenture, or a dividend or a distribution described in Section 10.08 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock on the day immediately preceding the date of declaration for such dividend or distribution, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the Ex-Dividend Time for such dividend or distribution, and Securities may be surrendered for conversion at any time thereafter until the close of business on the Business Day prior to the Ex-Dividend Time or until the Company announces that such dividend or distribution will not take place. Subject to the provisions of this paragraph 9, in the event the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all assets of the Company pursuant to which the Common Stock would be converted into cash, securities or other property as set forth in Section 10.14 of the Indenture, the Securities may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date until 15 days after the actual effective date of such transaction, and at the effective date of such transaction the right to convert a Security into Common Stock will be deemed to have changed into a right to convert it into the kind and amount of cash, securities or other assets of the Company or another person which the holder would have received if the holder had converted its Security immediately prior to the transaction.
Conversion Upon Occurrence of Certain Corporate Transactions. If (x) a Fundamental Change occurs, (y) a Make-Whole Fundamental Change occurs or (z) the Company is party to a consolidation, amalgamation, statutory arrangement, merger or binding share exchange pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, a Holder may surrender its Securities for conversion at any time during the following periods:
Conversion Upon Occurrence of Certain Corporate Transactions. Subsection (A)(i) and (ii) of Section 10.01 of the Indenture are hereby amended by replacing the references to the word “Company’s” before the word “election” with the word “Guarantor’s.” Subsection (A)(iii) of Section 10.01 of the Indenture is hereby amended by (i) deleting the words “the Company” after the first use of the word “If” and inserting in lieu thereof the words “either the Company or the Guarantor,” (ii) replacing the word “Company’s” with the word “Guarantor’s” before the word “election” and (iii) deleting the reference to “the Company” before the last use of the word “announces” in the subsection and inserting in lieu thereof the words “either the Company or the Guarantor.” Subsection (A)(iv) of Section 10.01 of the Indenture is hereby amended by (i) deleting the reference to “the Company” in subsection (A)(iv)(b) and inserting in lieu thereof “the Guarantor,” (ii) replacing references to “Company’s” with “Guarantor’s” before the word “election,” (iii) deleting the words “the Company” after the words “originally announced by” and inserting in lieu thereof “either the Company or the Guarantor” and (iv) deleting the reference to “the Company” after the words “(which anticipated effective date” and inserting in lieu thereof “either the Company or the Guarantor.” Subsection (A)(v) and (vi) of 10.01 of the Indenture are hereby amended by replacing references to “Company’s” with “Guarantor’s” before the word “election.” Subsection (C) of Section 10.01 of the Indenture is hereby amended by (i) deleting the first reference to “the Company” in the parenthetical and inserting in lieu thereof “the Guarantor” and (ii) deleting the second reference to “the Company” in the parenthetical and inserting in lieu thereof “either the Company or the Guarantor.”
Conversion Upon Occurrence of Certain Corporate Transactions. Subject to the provisions hereof and the Indenture and notwithstanding the fact that any other condition to conversion has not been satisfied, if the Company is party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, a Note may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction and, at the effective date, the right to convert a Note into Class A common stock will be changed into a right to convert it into the kind and amount of securities, cash or other assets of the Company or another person which the Holder would have received if the Holder had converted the Holder's Notes immediately prior to the transaction. If such transaction also constitutes a Change in Control of the Company, the holder will be able to require the Company to purchase all or a portion of such Holder's Notes. The initial Conversion Rate is 21.3379 shares of Class A common stock per $1,000 principal amount of Notes, subject to adjustment in certain events described in the Indenture and as described below. The Company will deliver cash or a check in lieu of any fractional share of Class A common stock in such amount as is equal to the applicable portion of the then current sale price of the Company's Class A common stock on the Trading Day immediately preceding the Conversion Date. To convert a Note, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of a Note if the principal amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Class A common stock except as provided in the Indenture. On conversion of a Note, a Holder will not receive any cash payment of interest representing accrued and unpaid interest, except as described below. Delivery to the Holder of the full number of shares of Class A common stock into which the Note is convertible, together with any cash payment of such Holder's fractional shares, will be deeme...
