Optional Conversion by the Company Sample Clauses

Optional Conversion by the Company. (a) At any time from and after the third anniversary of the Closing Date, if the VWAP per Common Share was greater than the applicable Company Optional Conversion Price for at least ten (10) consecutive Trading Days immediately preceding a Notice of Company Optional Conversion, the Company may elect to convert (a “Company Optional Conversion”) all, but not less than all, of the outstanding Series B Preferred Shares into Common Shares (the date selected by the Company for any Company Optional Conversion pursuant to this paragraph (a), the “Company Optional Conversion Date”). In the case of a Company Optional Conversion, each Series B Preferred Share then outstanding shall be converted into (i) (A) from and after the third anniversary of the Closing Date to, but not including, the seventh anniversary of the Closing Date, the number of Common Shares equal to the quotient of (1) 105% of the Conversion Amount as of the Company Optional Conversion Date divided by (2) the Conversion Price of such share in effect as of the Company Optional Conversion Date or (B) from and after the seventh anniversary of the Closing Date, the number of Common Shares equal to the Conversion Amount divided by the lower of (1) the VWAP per Common Share on the 15 Trading Days immediately preceding the Company Optional Conversion Date or (2) the price per Common Share on the Trading Day immediately preceding the Company Optional Conversion Date plus (ii) cash in lieu of fractional shares as set out in paragraph 11(h) of this Schedule 2.
Sample 1
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Optional Conversion by the Company. Subject to (i) the satisfaction of the Governmental Approvals, if applicable with respect to the Holder, and (ii) Section 4.5, if at any time after twelve (12) months following the Initial Closing, the VWAP of the Company’s shares of Class A Common Stock equals or exceeds one hundred and thirty percent (130%) of the Conversion Price (as proportionately increased or decreased as necessary to reflect the proportionate change in the shares of Class A Common Stock as a result of any stock dividends, stock splits, recapitalizations, combinations, consolidations or the like) for thirty (30) consecutive Trading Days, prior to the date of the Company Conversion Notice (as defined below), the Company shall have the right on the immediately succeeding Trading Day after the last Trading Day of such 30-Trading Day period, at the Company’s option, to cause the Holder to convert, in whole or in part, the principal outstanding under this Note, together with the Converted Outstanding Balance, into that number of validly issued and fully paid shares of Class A Common Stock determined by dividing the Converted Outstanding Balance by the conversion price of the Conversion Price (as proportionately increased or decreased as necessary to reflect the proportionate change in the shares of Class A Common Stock as a result of any stock dividends, stock splits, recapitalizations, combinations, consolidations or the like). The Company’s election to cause the Holder to convert this Note, in whole or in part, into (a) shares of Class A Common Stock and (b) in the event of a partial conversion, a New Note with the same terms as this Note, with a principal amount equal to (x) the Amount Due immediately prior to the delivery of the Company Conversion Notice, minus (y) the Converted Outstanding Balance, pursuant to this Section 4 shall be effective upon (i) the receipt by the Holder of written notice in accordance with Section 11 (a “Company Conversion Notice”), which shall be irrevocable, and (ii) the cancellation of this Note by the Company, which shall be deemed to occur automatically upon receipt by the Holder of a Company Conversion Notice (regardless of whether this Note has been surrendered by the Holder). Each of the Holder and the Company will use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done, all things necessary, proper or advisable to obtain all necessary Governmental Approvals, if applicable with respect to the Holder.
Sample 1
Optional Conversion by the Company. From and after the fifth anniversary of the date hereof, if the Closing Price exceeds an amount equal to 1.3 times the then-applicable Conversion Price for at least twenty (20) days (which need not be consecutive) during any thirty (30) consecutive-day period, the Manager may elect, in its sole discretion, to require that the Convertible Preferred Units held by any or all A/N Parties be converted into Class B Common Units and/or the Convertible Preferred Units held by a Person other than an A/N Party be converted into Class A Common Stock, in each case in whole or in part, by notice of forced conversion at any time within ten (10) Business Days after the last day of such thirty (30) consecutive-day period. Such forced conversion notice shall be deemed to be, and shall have the same effect as, a Conversion Notice; provided, however, that any accrued and unpaid Preferred Accrued Distribution Amounts on all Convertible Preferred Units being so converted shall be paid in cash simultaneously with, and as a condition to, the effectiveness of such forced conversion.
Sample 1

Related to Optional Conversion by the Company

  • Optional Redemption by the Company The Notes may be redeemed at any time as a whole or from time to time in part, subject to the conditions and at the Redemption Prices specified in the form of Notes set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the Redemption Date.

  • Termination by the Company Subject to Section 13(f) hereof, the Company shall have the right, by giving three (3) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.

  • Confirmation by the Company The Company must provide written confirmation to the Underwriter that the Underwriter’s instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

  • Other Termination by the Company If the Company terminates Executive’s employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below) before this Agreement terminates, the Company will pay Executive a payment having a present value equal to the compensation and other benefits he would have been entitled to for the remainder of the term if his employment had not terminated. All payments made pursuant to this Section 9(b) shall be completed no later than March 15 of the calendar year following the calendar year in which Executive’s employment terminates.

  • Action by the Company The Company shall act only by or under the authority of its Member.

  • Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:

  • Termination by the Company for Just Cause 7.2 The Company may terminate the employment of the Executive under this Agreement summarily, without any notice or any payment in lieu of notice, for Just Cause.

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Either the Company or Parent This Agreement may be terminated by either the Company (acting only upon the recommendation of the Special Committee) or Parent at any time prior to the Effective Time, if:

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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