Common use of Right of Conversion Clause in Contracts

Right of Conversion. Except as provided in paragraph (b) of this ------------------- Section 4, no holder of Series A Preferred Shares may convert such shares into shares of Common Stock at any time prior to the close of business of the fourth anniversary of the Issuance Date of such Series A Preferred Shares. At any time and from time to time after such anniversary date, on the terms and subject to the conditions set forth in this Section 4, any holder of Series A Preferred Shares shall be entitled, at the option of such holder, to cause any or all of such shares to be converted into shares of Common Stock of the Corporation at an initial per share rate equal to the result obtained by dividing (i) the Original Value of such Series A Preferred Share, plus Unpaid Dividend Yield accumulated for all previous dividend periods up to and including the dividend period ending on the Conversion Date, by (ii) the Market Price at Conversion, as such rate may be subsequently adjusted hereunder (the "Conversion Rate"), as of the Proposed --------------- Conversion Date specified in such holder's notice to the Corporation delivered pursuant to paragraph (d) of this Section 4. The minimum number of Series A Preferred Shares for which conversion may be elected shall be 1,000, or such lesser number which constitutes all of the outstanding Series A Preferred Shares held by such holder. Notwithstanding anything to the contrary in this paragraph (a), the holder of Series A Preferred Shares may provide notice of its intention to convert any or all of such shares prior to the fourth anniversary of the Issuance Date of such Series A Preferred Shares, so long as the Proposed Conversion Date specified in such notice is a date after the date of such fourth anniversary.

Appears in 1 contract

Samples: Registration Rights Agreement (Horace Mann Educators Corp /De/)

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Right of Conversion. Except as provided in paragraph (b) of this ------------------- Section 4, no holder of Series A Preferred Shares may convert such shares into shares of Common Stock at any time prior to the close of business of the fourth anniversary of the Issuance Date of such Series A Preferred Shares. At any time and from time to time after such anniversary date, on the terms and subject to the conditions set forth in this Section 4, any holder of Series A Preferred Shares shall be entitled, at the option of such holder, to cause any or all of such shares to be converted into shares of Common Stock of the Corporation at an initial per share rate equal to the result obtained by dividing (i) the Original Value of such Series A Preferred Share, plus Unpaid Dividend Yield accumulated for all previous dividend periods up to and including the dividend period ending on the Conversion Date, by (ii) the Market Price at Conversion, as such rate may be subsequently adjusted hereunder (the "Conversion Rate"), as of the Proposed --------------- Conversion Date specified in such holder's notice to the Corporation delivered pursuant to paragraph (de) of this Section 4. The minimum number of Series A Preferred Shares for which conversion may be elected shall be 1,000, or such lesser number which constitutes all of the outstanding Series A Preferred Shares held by such holder. Notwithstanding anything to the contrary in this paragraph (a), the holder of Series A Preferred Shares may provide notice of its intention to convert any or all of such shares prior to the fourth anniversary of the Issuance Date of such Series A Preferred Shares, so long as the Proposed Conversion Date specified in such notice is a date after the date of such fourth anniversary.

Appears in 1 contract

Samples: Option Agreement (Horace Mann Educators Corp /De/)

Right of Conversion. Except as provided in paragraph (b) of this ------------------- Section 4, no holder of Series A Preferred Shares may convert such shares into shares of Common Stock at any time prior to the close of business of the fourth anniversary of the Issuance Date of such Series A Preferred Shares. At any time and from time to time after such anniversary date, on the terms and subject to the conditions set forth in this Section 4, any holder of Series A Preferred Shares shall be entitled, at the option of such holder, to cause any or all of such shares to be converted into shares of Common Stock of the Corporation at an initial per share the conversion rate equal to the result obtained by dividing set forth in paragraph (id) the Original Value of such Series A Preferred Share, plus Unpaid Dividend Yield accumulated for all previous dividend periods up to and including the dividend period ending on the Conversion Date, by (ii) the Market Price at Conversion, as such rate may be subsequently adjusted hereunder (the "Conversion Rate")this Section 4, as of the Proposed --------------- Conversion Date specified in such holder's notice to the Corporation delivered pursuant to paragraph (de) of this Section 4. The minimum number of Series A Preferred Shares for which conversion may be elected shall be 1,000, or such lesser number which constitutes all of the outstanding Series A Preferred Shares held by such holder. Notwithstanding anything to the contrary in this paragraph (a), the holder of Series A Preferred Shares may provide notice of its intention to convert any or all of such shares prior to the fourth anniversary of the Issuance Date of such Series A Preferred Shares, so long as the Proposed Conversion Date specified in such notice is a date after the date of such fourth anniversary.

Appears in 1 contract

Samples: Catastrophe Equity Securities Issuance Option Agreement (Horace Mann Educators Corp /De/)

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Right of Conversion. Except as provided in paragraph (b) of this ------------------- Section 4, no Any holder of Series A Class A-1 Preferred Shares Stock at any time, and from time to time, may at its option convert all, or any number less than all, of the shares of Class A-1 Preferred Stock into shares of the Corporation's common stock, $.10 par value (the "Common Stock") on the basis of one (1) share of Class A-1 Preferred Stock for eight (8) shares of Common Stock. In the event of a merger, consolidation, recapitalization or other reorganization, including any stock splits, reverse stock splits, or stock dividends, affecting the Common Stock (the "Reorganization") the right to convert the Class A-1 Preferred Stock shall be automatically modified to provide that each share of Class A-1 Preferred Stock shall be convertible into such reciprocally adjusted number of shares into of Common Stock, or such other consideration as a holder of eight (8) shares of Common Stock at would be entitled to receive as a result of any time prior such Reorganization. Any holder desiring to effect such a conversion shall provide notice to the close of business Corporation of the fourth anniversary conversion by delivering stock certificates representing the shares of the Issuance Date of such Series A Class A-1 Preferred Shares. At any time and from time to time after such anniversary date, on the terms and subject to the conditions set forth in this Section 4, any holder of Series A Preferred Shares shall be entitled, at the option of such holder, to cause any or all of such shares Stock to be converted into shares to the Corporation, duly endorsed, with an instruction -letter requesting conversion. The effective date of Common Stock of any such conversion shall be the date the Corporation at an initial per share rate equal to the result obtained by dividing (iactually receives such notice and certificate(s) the Original Value of such Series A Preferred Share, plus Unpaid Dividend Yield accumulated for all previous dividend periods up to and including the dividend period ending on the Conversion Date, by (ii) the Market Price at Conversion, as such rate may be subsequently adjusted hereunder duly endorsed (the "Conversion RateDate"). Upon such receipt, the Corporation shall promptly transmit instructions to its transfer agent to issue to such holder certificate(s) representing the Common Stock, as of the Proposed --------------- Conversion Date specified in such holder's notice Date. In the event less than all the shares of Class A-1 Preferred Stock represented by the tendered certificate are to be converted, the Corporation delivered pursuant will cause a new certificate, representing the unconverted shares of Class A-1 Preferred Stock, to paragraph (d) of this Section 4. The minimum number of Series A Preferred Shares for which conversion may be elected shall be 1,000, or such lesser number which constitutes all of the outstanding Series A Preferred Shares held by issued to such holder. Notwithstanding anything All shares of Class A-1 Preferred Stock which shall at any time have been converted shall, after such conversion, have the status of authorized but unissued shares of Preferred Stock, without designation as to the contrary in this paragraph (a), the holder of Series A Preferred Shares may provide notice of its intention to convert any or all of series until such shares prior to are once more designated as part of a particular series by the fourth anniversary Board of the Issuance Date of such Series A Preferred Shares, so long as the Proposed Conversion Date specified in such notice is a date after the date of such fourth anniversaryDirectors or an Authorized Board Committee.

Appears in 1 contract

Samples: Restructuring, Security and Guaranty Agreement (Cencor Inc)

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