Convertible Preferred Securities Sample Clauses

Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Sun Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Sun Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Sun Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certif...
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Convertible Preferred Securities. Leap agrees that, effective as of the Distribution Date, subject to and upon compliance with the provisions of Article XV of the Indenture, each Convertible Preferred Security or Debenture, as appropriate, shall be convertible into fully paid and nonassessable shares of Leap Common Stock at an initial conversion rate of 0.17205 shares for each $50 in aggregate principal amount of Debentures. Subject to the terms hereof and applicable law, conversion of such securities shall be governed by all provisions of Article XV of the Indenture, so that, among other things, (i) Leap shall have the obligations of "the Company" described therein with respect to such Leap Common Stock so long as Leap may be required to issue any shares of Leap Common Stock in accordance with this Agreement; and (ii) the conversion rate set forth above pursuant to which securities are convertible into shares of Leap Common Stock shall be subject to adjustment in the event of certain events with respect to Leap Common Stock or certain actions of Leap, all as more fully described in Article XV of the Indenture with respect to the Company.
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Convertible Preferred Securities. If the right to institute a suit directly against the Company is removed following the effectiveness of a registration statement in respect of the Non-Convertible Debentures, the Trust may become subject to the reporting obligations under the Exchange Act. The Company shall have a right of set-off to the extent of any payments made by the Company to such Holder in any such suit.
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Convertible Preferred Securities. Upon receipt by the Property Trustee from the Depositary or its nominee on behalf of any Person having a beneficial interest in a Global Preferred Security of written instructions or such other form of instructions as is customary for the Depositary or the Person designated by the Depositary as having such a beneficial interest in a Restricted Preferred Security and the following additional information and documents (all of which may be submitted by facsimile):
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Convertible Preferred Securities. Convertible Preferred Securities of the Trust with an aggregate liquidation amount with respect to the assets of the Trust of $__________, and a liquidation amount with respect to the assets of the Trust of $50 per Convertible Preferred Security, are hereby designated for the purposes of identification only as "10% Trust Convertible Preferred Securities" (the "Convertible Preferred Securities"). The Convertible Preferred Security Certificates evidencing the Convertible Preferred Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Convertible Preferred Securities are listed.
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Convertible Preferred Securities. In the Merger, among other things, each share of Series B Convertible Preferred Stock of the Company outstanding immediately prior to the effective time of Merger will be exchanged for one share of Series D Convertible Preferred Stock. The Series D Convertible Preferred Stock bears a higher preferred dividend rate and has a lower conversion price than the Series B Convertible Preferred Stock. The Opinion does not address such exchange including providing no analysis or conclusions regarding the fairness of such exchange to New Nevada Holdco. See ‘‘Special Factors— Description of the Fairness Opinion of Janney.’’ The Company may be unable to obtain the regulatory approvals required to complete the Transactions. The consummation of the Transactions is subject to various closing conditions. If these conditions to closing of the Combination Agreement are not fulfilled, then the Transactions cannot be consummated. Although the Company does not anticipate any concerns from any regulatory authority, such regulatory authorities may determine not to permit the Transactions at all or may impose restrictions on the Transactions that may harm the Company or New Nevada Holdco if the Transactions are completed.
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Convertible Preferred Securities. The Administrative Agent shall have received evidence of the consummation of the sale of the Convertible Preferred Securities and the Borrower’s receipt of not less than $193,500,000 in proceeds thereof.
Sample 1
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Related to Convertible Preferred Securities

  • Convertible Preferred Stock In accordance with the undersigned's obligation under the Subscription Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Subscription Agreement shall be made in writing at the address set forth below. In addition, the undersigned hereby agrees to give the Company three days' prior notice in advance of sales of Series A Convertible Preferred Stock pursuant to the Registration Statement, and the undersigned hereby further agrees not to sell Series A Convertible Preferred Stock in the event the undersigned knows of any undisclosed material developments or transactions relating to the Company. The undersigned hereby acknowledges that it understands that any sales or other dispositions of any Series A Convertible Preferred Stock pursuant to the Registration Statement, once effective, must be settled with Series A Convertible Preferred Stock bearing the Company's general (not necessarily restricted) common shares CUSIP number. A beneficial owner named in the Registration Statement may obtain Series A Convertible Preferred Stock bearing the Company's general common shares CUSIP number for settlement purposes by presenting the Series A Convertible Preferred Stock to be sold (with a restricted CUSIP), together with a certificate of registered sale, to the Company's transfer agent, North American Transfer Co. The form of certificate of registered sale is available from the Company upon request. The process of obtaining such shares might take a number of business days. SEC rules generally require trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, a beneficial owner who holds Series A Convertible Preferred Stock with a restricted CUSIP at the time of the trade might wish to specify an alternate settlement cycle at the time of any such trade to provide sufficient time to obtain Series A Convertible Preferred Stock with an unrestricted CUSIP in order to prevent a failed settlement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Book-Entry Preferred Securities (a) A Global Preferred Security may be exchanged, in whole or in part, for Definitive Preferred Securities Certificates registered in the names of the Owners only if such exchange complies with Section 5.7 and (i) the Depositary advises the Administrative Trustees and the Property Trustee in writing that the Depositary is no longer willing or able properly to discharge its responsibilities with respect to the Global Preferred Security, and no qualified successor is appointed by the Administrative Trustees within ninety (90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and the Administrative Trustees fail to appoint a qualified successor within ninety (90) days of obtaining knowledge of such event, (iii) the Administrative Trustees at their option advise the Property Trustee in writing that the Trust elects to terminate the book-entry system through the Depositary or (iv) a Note Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Administrative Trustees shall notify the Depositary and instruct the Depositary to notify all Owners of Book-Entry Preferred Securities, the Delaware Trustee and the Property Trustee of the occurrence of such event and of the availability of the Definitive Preferred Securities Certificates to Owners of the Preferred Securities requesting the same. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Holders. Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global Preferred Security wishes at any time to transfer an interest in such Global Preferred Security to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary Procedures, in accordance with the provisions of this Section 5.6 and Section 5.7, and the transferee shall receive a Definitive Preferred Securities Certificate in connection with such transfer. A holder of a Definitive Preferred Securities Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 5.6 and Section 5.7, exchange such Definitive Preferred Securities Certificate for a beneficial interest in a Global Preferred Security.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Issuance of the Preferred Securities On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Debentures The Debentures have been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered to the Indenture Trustee for authentication in accordance with the Indenture, and, when authenticated in the manner provided for in the Indenture and delivered against payment therefor by the Trust, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms, subject to Bankruptcy and Equity.

  • Definitive Preferred Securities Certificates If (i) the Depositor advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, then the Administrative Trustees shall notify the Clearing Agency and Holders of the Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees or any one of them shall execute and authenticate the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

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