Holder Optional Conversion Clause Samples
The Holder Optional Conversion clause grants the security holder the right to convert their securities, such as preferred shares or convertible notes, into another class of securities, typically common stock, at their discretion. This conversion is usually subject to specific terms, such as a predetermined conversion ratio or timing restrictions, and may be exercised at any time or under certain conditions outlined in the agreement. The core function of this clause is to provide flexibility and potential upside to the holder, allowing them to benefit from favorable changes in the company's value or structure while managing their investment risk.
Holder Optional Conversion. Each Holder shall have the right, at such Holder’s option, to convert all or any portion of such Holder’s shares of Series D Preferred Stock at any time into shares of Common Stock as set forth in Section 8(b) and Section 9 below.
Holder Optional Conversion. At any time and from time to time following the Closing Date, each holder of Reorganized Preferred Equity shall have an independent right to convert all or any portion of its Reorganized Preferred Equity, at such holder’s option, into a whole number of fully paid and non-assessable shares of Reorganized Common Equity equal to (A) the Initial Liquidation Preference per share of Reorganized Preferred Equity (as adjusted for stock splits, recapitalizations and similar events with respect to the Reorganized Preferred Equity) divided by (B) the Conversion Price (as defined below) (the “Conversion Return”) and then multiplied by (C) the shares of Reorganized Preferred Equity being converted (including PIK dividends previously paid and any accrued and unpaid dividends payable in shares of Reorganized Preferred Equity) (the “Converted Shares”). In addition, at any time and from time to time following the Closing Date, the holders of a majority of the Reorganized Preferred Equity, voting as a separate class, have the right to (i) convert all of the Reorganized Preferred Equity into a number of shares of Reorganized Common Equity equal to (x) the Conversion Return multiplied by (y) the Converted Shares or (ii) convert all of the Reorganized Preferred Equity into substantially equivalent securities of one or more of the Company’s domestic U.S. or foreign subsidiaries. The “Conversion Price” shall initially be the price per share of the Reorganized Common Equity of the Company as determined in the Plan, subject to adjustment as described below under “Anti-Dilution”.
Holder Optional Conversion. To effectuate a Holder Optional Conversion pursuant to Section 6(a), the Holder shall (A) deliver a copy of an executed notice of conversion in the form attached hereto as Annex A (a “Notice of Conversion”) to the Corporation, and (B) surrender the original certificates representing the Series A Preferred Stock being converted, to a common carrier for delivery to the Corporation as soon as practicable on or following such date (or an indemnification undertaking with respect to such stock certificate in the case of its loss, theft or destruction as contemplated in Section 9(b). Upon receipt of the items set forth in this Section 6(d)(i)(A) and (B), the Corporation shall issue and deliver to the Holder as soon as reasonably practicable thereafter, at the last address of the Holder on the Corporation’s books and records, a certificate with standard Securities Act restrictive legends, registered in the name of the Holder, for the number of Conversion Shares to which the Holder shall be entitled. If the stock certificate(s) for Series A Preferred Stock is surrendered for a Holder Optional Conversion pursuant to this Section 6(d)(i), and such stock certificate(s) represents a greater number of shares of Series A Preferred Stock than the number of shares of Series A Preferred Stock being converted, then the Corporation shall, as soon as reasonably practicable after receipt of such stock certificate, issue and deliver to the Holder a new stock certificate (in accordance with Section 9(b) hereof representing the outstanding Series A Preferred Stock not converted, which stock certificate shall include restrictive legends).
Holder Optional Conversion. If all Regulatory Approvals have been received, then upon the conversion events described in Section 8(b), Section 8(c) and Section 8(d) and subject to the limitations set forth in those sections, each Holder has the sole discretion, at any time and from time to time, to (i) elect to convert its shares of Series B Preferred Stock into either shares of Series B-1 Preferred Stock or shares of Common Stock, or a combination thereof, at the conversion rate set forth in Section 8(a) or (ii) elect to convert its shares of Series B-1 Preferred Stock, if any, into shares of Common Stock at the conversion rate set forth in Section 8(a); provided, however, that the elections described in subclause (i) and (ii) above expire upon the full mandatory conversion of the Preferred Stock under Sections 8(f) or 8(g). Provided, further, that the maximum number of shares of Series B Preferred Stock and Series B-1 Preferred Stock that the Holder may elect to convert at any time pursuant to this Section 8(e) is limited to the maximum number of such shares that may be converted without violating the Conversion Cap Condition or Causing a Violation to occur, and any remaining shares of Preferred Stock held by such Holder shall remain outstanding.
Holder Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”) in accordance with Section 3(a), the Holder shall transmit by electronic mail (or otherwise deliver), for delivery on or prior to 5:00 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (a “Conversion Notice”) to the Company. If required by Section 3(c)(iii), but without delaying the Company’s requirement to deliver Common Shares on the applicable Holder Optional Conversion Share Delivery Date (as defined below), the Holder shall surrender this Note to a common carrier for delivery to the Company as soon as reasonably practicable on or following the applicable Conversion Date on which the Holder submitted a Conversion Notice to the Company electing to convert all or a portion of the Conversion Amount as represented on such Conversion Notice (or an indemnification undertaking with respect to this Note in the case of its loss, theft, destruction or mutilation in compliance with the procedures set forth in Section 19(b)). In lieu of indicating the portion of the outstanding and unpaid Conversion Amount that the Holder elects to convert, the Holder may indicate in a Conversion Notice the number of Common Shares it seeks to receive upon conversion of any portion of this Note and the reduction of the outstanding and unpaid Conversion Amount pursuant to such conversion shall be determined at the end of such Conversion Date by multiplying such number of Common Shares by the applicable Conversion Price. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice be required. On or before the first (1st) Trading Day following the date of delivery of a Conversion Notice, the Company shall transmit by electronic mail a confirmation of receipt of such Conversion Notice in substantially the form attached as Exhibit II, such confirmation including certain representations as to whether such Common Shares may then be resold pursuant to Rule 144 or an effective and available registration statement, to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent (or shall otherwise be accompanied by an instruction to the Transfer Agent) to process such Conversion Notice in accordance with the terms therein. On or before the third (3rd) Trading Day fo...
Holder Optional Conversion. After the first to occur of a Shareholder Approval Date or a Shareholder Disapproval Date, then as of the first Business Day following such date, each Series B Holder has the sole discretion, at any time and from time to time, to elect to convert any of its shares of Series B Preferred Stock into shares of Common Stock at the conversion rate set forth in Section 8(a), provided that the maximum number of shares of Series B Preferred Stock that the Holder may elect to convert at any time pursuant to this Section 8(b) is limited to the maximum number of such shares that may be converted without violating the Conversion Cap Condition or causing a Violation to occur and the remaining shares of Series B Preferred Stock will remain outstanding. After a Full Conversion Date occurs, then as of the first Business Day following such date, each Series B-1 Holder has the sole discretion, at any time and from time to time, to elect to convert any of its shares of Series B-1 Preferred Stock into shares of Common Stock at the conversion rate set forth in Section 8(a). Notwithstanding anything to the contrary, the elections described in this Section 8(b) expire upon the full mandatory conversion of the Combined Preferred Stock under Sections 8(c) or 8(d).
Holder Optional Conversion