Exchange-Related Limitations. Notwithstanding anything to the contrary in the Notes or in this Indenture, in connection with limitations imposed by the continued listing standards of the Exchange, the Company shall not enter into any transaction, or take any other action, that would result in the Notes, in the aggregate, becoming convertible into shares of Common Stock in excess of 20% of Common Stock outstanding as of the Last Original Issuance Date, unless the Company, at its election, either (i) obtains shareholder approval of such issuances, in accordance with the shareholder approval rules contained in such listing standards, or (ii) pays cash in lieu of delivering any shares of Common Stock otherwise deliverable upon conversion in excess of such limitations based on (x) the Daily VWAP on each VWAP Trading Day of the relevant Conversion Period in respect of which, in lieu of delivering shares of Common Stock, the Company pays cash pursuant to this Section 4.03(a)(iv), in the case of Cash Settlement or Combination Settlement or (y) the Closing Sale Price of the Common Stock on the Conversion Date, in the case of Physical Settlement. If the Company pays cash in lieu of delivering shares of Common Stock pursuant to this Section 4.03(a)(iv), it will notify the Trustee, the Conversion Agent and the Holders of the maximum number of shares it will deliver per $1,000 principal amount of converted Notes (x) in respect of each VWAP Trading Day in the relevant Conversion Period, in the case of Cash Settlement or Combination Settlement or (y) in respect of the relevant conversion, in the case of Physical Settlement.
Appears in 5 contracts
Samples: Indenture (Sunedison, Inc.), Sunedison, Inc., Sunedison, Inc.
