Debenture Exchange Sample Clauses
Debenture Exchange. (a) PKS will conduct an exchange offering for all of its outstanding PKS Debentures (the "Debenture Exchange"). Holders of PKS Debentures will have the option: (i) to exchange their PKS Debentures for KMC Debentures; (ii) to exchange their PKS Debentures for both shares of KMC Stock and New PKS Debentures; or (iii) not to participate in the Debenture Exchange.
(b) Holders of PKS Debentures who tender their PKS Debentures in exchange for KMC Debentures will receive KMC Debentures in the same principal amount as the tendered PKS Debentures and which are convertible into shares of KMC Stock with an aggregate formula value equal to the formula value of the PKS Stock into which the tendered PKS Debentures were convertible. The interest rate payable on the KMC Debentures will be the higher of the applicable federal rate, or the interest rate payable on the PKS Debentures tendered for exchange. The KMC Debentures will contain provisions limiting ownership thereof after the consummation of the Transaction to Materials Employees.
(c) Holders of PKS Debentures who tender their PKS Debentures in exchange for both KMC Stock and New PKS Debentures will receive New PKS Debentures, convertible into the same number of shares of PKS Stock as the tendered PKS Debentures, and a number of shares of KMC Stock equal to the number of shares of KMC Stock the holders would have received in the KMC Stock Distribution, had the PKS Debentures been converted immediately prior to the KMC Stock Distribution Record Date and participated in the KMC Stock Distribution. The principal amount of the New PKS Debentures will be reduced by the formula value of the KMC Stock received in the Debenture Exchange. The interest rate payable on the New PKS Debentures will be the higher of the applicable federal rate, or the interest rate payable on the PKS Debentures tendered for exchange.
(d) On the Debenture Exchange Date, PKS will: (i) exchange New PKS Debentures and KMC Stock for PKS Debentures tendered for exchange in the Debenture Exchange by those holders so electing such consideration; (ii) exchange KMC Debentures for PKS Debentures tendered for exchange in the Debenture Exchange by those holders so electing such consideration; and (iii) pay all accrued interest due and owing through the Debenture Exchange Date on all PKS Debentures tendered in the Debenture Exchange.
(e) Any PKS Debentures not tendered for exchange in the Debenture Exchange will remain outstanding and governed by the original ...
Debenture Exchange. Holders of at least 80% of the aggregate face amount of the outstanding Unsecured Debentures of the Company shall have agreed to exchange their Unsecured Debentures for an equal aggregate face amount of Subordinate Debentures.
Debenture Exchange. On the date hereof, the following events (collectively, the "Exchange") shall take place:
(i) Newsun will exchange the aggregate of $1,731,676 principal amount of the May Debentures currently held by it for an aggregate of $2,076,642.70 principal amount of the Bonds issued in the name of Newsun, (ii) Kempton will exchange the aggregate of $2,000,000 principal amount of the July Debentures currently held by it for (a) an aggregate of $1,180,560 principal amount of the New Debentures issued in the name of Kempton and (b) an aggregate of $983,247.60 principal amount of the Bonds issued in the name of Kempton and (iii) Southbrook will exchange the aggregate of $768,324 principal amount of the July Debentures currently held by it for an aggregate of $905,082.20 principal amount of the Bonds issued in the name of Southbrook. The terms and provisions of the New Debentures and the Bonds are set forth in the form of Debenture certificate and Bond attached hereto as Exhibits A and B, respectively. After the date hereof, the Debentures will no longer be of any force and effect and the rights of each of the Holders will be with respect only to the New Debentures and the Bonds, as the case may be, issued to such Holder in accordance with the Exchange.
Debenture Exchange. Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue to each Holder of the Existing Debentures set forth on Schedule B at the closing of the Exchange (the “Closing”) a number of Shares equal to the quotient obtained by dividing (i) the quotient obtained by dividing (a) the outstanding principal and accrued interest of the Existing Debentures as of the Closing by (b) the applicable conversion price of the Existing Debentures set forth on Schedule B by (ii) the Conversion Ratio, such that the number of shares of Common Stock initially issuable upon the conversion of the Shares shall be equal to the number of shares of Common Stock issuable upon the full conversion of the Existing Debentures at the time of the Exchange. The “Conversion Ratio” shall be equal to the quotient obtained by dividing the Series A Original Issue Price (as defined in the Series A Certificate of Designation) by the Series A Conversion Price (as defined in the Series A Certificate of Designation).
Debenture Exchange. On or before December 29, 2009, FHCM agrees to exchange FHCM Debentures with an aggregate value (including face amount and accrued interest) of $300,000 into a number of shares of a newly designated series of Vycor Preferred Stock (“New Preferred Shares”) which shall be convertible into the equivalent of 85% of the total pro-forma, fully-diluted share capital of Vycor at Closing.
Debenture Exchange. On the date hereof, the following event (the "Exchange") shall take place: (i) GFL will exchange the aggregate of $1,913,000 principal amount of the May Debentures currently held by it, plus accrued interest thereon in the amount of $24,166, for an aggregate of $2,274,754 principal amount of the Bonds issued in the name of GFL. The terms and provisions of the Bonds are set forth in the form of the Bond attached hereto as Exhibit A. After the date hereof, the May Debentures will no longer be of any force and effect and the rights of GFL will be with respect only to the Bonds issued to GFL in accordance with the Exchange.
Debenture Exchange. Subject to the terms and conditions of this Agreement and that certain Lock-Up Agreement of even date herewith (the "Lock-Up Agreement"), on the date of the closing of the transactions contemplated hereby (the "Closing Date"), Kenilworth shall transfer such principal amount of Debentures to the Company, as may be determined in accordance with the terms of Section 1.2 hereof and, in consideration of and in exchange for the Debentures, the Company shall deliver to Kenilworth the Common Shares. The Closing Date shall be as soon as reasonably practicable following the fulfillment (or valid waiver) of the conditions to closing set forth in Sections 6 and 7 below.
Debenture Exchange. 1 1.2 Adjustment to Principal Amount of Debentures . . .