Pass-Through Dividends for Convertible Sample Clauses

The Pass-Through Dividends for Convertible clause ensures that holders of convertible securities receive the economic benefit of dividends paid on the underlying common stock as if they had already converted their securities. In practice, this means that if the company declares a dividend on its common shares, holders of convertibles are entitled to receive an equivalent payment or adjustment, even before they exercise their conversion rights. This clause is designed to protect convertible security holders from missing out on dividend income, thereby maintaining the value and attractiveness of their investment until conversion.
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Pass-Through Dividends for Convertible. Notes The Issuer will be required to pay in respect of the Subordinated Convertible Notes concurrently with the payment thereof to the holders of common stock, all cash dividends or distributions paid or payable on the common stock on an as converted basis. Voting Rights The Subordinated Convertible Notes will not have any voting rights in respect of the shares underlying the Subordinated Convertible Notes, unless and until the notes are converted. Registration Rights The Issuer will agree to file and use its commercially reasonable best efforts to cause to be declared effective a shelf resale registration statement under the Securities Act to cover common stock issued upon (i) exercise of the Warrants or (ii) conversion of the Subordinated Convertible Notes which may be issued, including Subordinated Convertible Notes representing additional principal resulting from accreted interest, such registration statement to be filed within 90 days after the date the instruments first become exercisable or convertible. The use of such resale registration statement shall be subject to customary “blackout” periods and other customary terms and conditions. The Issuer will use its commercially reasonable best efforts to maintain the effectiveness of such shelf registration statement until the Conversion Shares have been sold or all such remaining shares may be resold pursuant to Rule 144 in a single calendar quarter. No person holding any Subordinated Convertible Note, or Warrant (together, the “Securities”) may privately resell any such Securities or any of the shares of Class A Common Stock which may be received upon any exercise or conversion of any such Securities, except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and based upon an opinion of counsel, acceptable to the Issuer.