Forced Conversion Right Sample Clauses
A Forced Conversion Right clause grants one party, typically the issuer of convertible securities, the authority to require holders to convert their securities into equity under specified conditions. This right is often triggered when the underlying stock reaches a certain price or after a set period, compelling investors to exchange their convertible notes or preferred shares for common stock. The core function of this clause is to give the issuer flexibility in managing its capital structure and to potentially eliminate debt or preferred equity from its balance sheet, often in anticipation of favorable market conditions or corporate events.
Forced Conversion Right. (1) Subject to the terms and conditions otherwise set forth herein, the Corporation shall have the right (the "Forced Conversion Right"), at its option, at any time, and from time to time, prior to the Maturity Date, to give notice to all Holders of Debentures of the forced conversion of all then outstanding Principal Sums, into fully paid and non-assessable Common Shares at the Conversion Price in effect on the Forced Conversion Date.
(2) The Forced Conversion Right may only be exercised by the Corporation if, during any consecutive twenty (20) Trading Day period ending on the day immediately prior to the giving of the notice required by Section 5.1(3), the closing price of the Common Shares on the TSE, for each such Trading Day, shall have been no less than the Forced Conversion Price.
(3) Subject to fulfilling the requirement set forth in Section 5.2(2), the Corporation may exercise the Forced Conversion Right by giving to all Holders of Debentures, at any time after the condition set forth in Section 5.2(2) shall have been satisfied, and prior to the Maturity Date, written notice specifying the following:
(a) that the Corporation is exercising its Forced Conversion Right in respect of the Principal Sum then outstanding under all Debentures;
(b) the twenty (20) consecutive Trading Days during which the closing price of Common Shares on each such day was no less than the Forced Conversion Price;
(c) the number of Common Shares to be issued to each Holder upon exercise of the Forced Conversion Right;
(d) the Forced Conversion Date for the Debentures being converted, being a date not less than ten (10) days nor more than thirty (30) days after the date that the notice is deemed by Section 15.3 to have been effectively given and received; and
(e) the address to which the Debenture must be delivered by the Holder to the Corporation for cancellation.
Forced Conversion Right. During the Conversion Window, the Partnership shall have the right (the “Series N Forced Conversion”) to require holders of the Series N Preferred Units to convert on thirty (30) days notice, all but not less than all, of the Series N Preferred Units held by each such holder for that number of Common Units that, as of the last Business Day before such notice is issued, would be redeemable under Article IX hereof for cash equal to $82.3548 (as adjusted in accordance with the principles of Section 8.9.G of the 2005 Amended and Restated WHLP Agreement) per Series N Preferred Unit to be converted by such holder. It is understood and agreed that the exercise and implementation of the Series N Forced Conversion will be structured, to the extent possible, to avoid triggering the recognition of taxable gain. The notice to be provided by the Partnership in order to exercise the Series N Forced Conversion shall be in writing in the form attached hereto as Exhibit G and shall specify (a) the effective date of the Series N Forced Conversion, (b) the number of Common Units into which each Series N Preferred Unit will be converted into pursuant to the Series N Forced Conversion, (c) the number of Common Units into which each Series N Preferred Unit would convert pursuant to the conversion right in Section 7 of the Series N Redemption Rights Exhibit, and (d) a statement that the holders of Series N Preferred Units may, in lieu of having such Units converted pursuant to the Series N Forced Conversion, exercise their rights to convert such Units pursuant to Section 7 of the Series N Redemption Rights Exhibit by written notice to the General Partner at the principal offices of the Partnership prior to the effective date of the Series N Forced Conversion.