Settlement Upon Conversion. (a) Subject to and except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon conversion of any Note, the Company shall satisfy its Conversion Obligation by paying to the converting Holder in cash the Principal Portion of the Note being converted and paying or delivering, as the case may be, cash, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes being converted, a settlement amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Period. (i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period. (ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period. (iii) All conversions for which the relevant Conversion Date occurs on or after March 15, 2024 shall be settled using the same Cash Percentage. (iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates. (v) If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may be), the Company elects a Cash Percentage, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected in respect of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units. (b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder. (c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and delivery, as the case may be, to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Settlement Upon Conversion. (a) Subject In the event that the Company receives a Holder’s notice of conversion upon satisfaction of one or more of the conditions to and except as provided conversion described in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon conversion of any Note12.01, the Company shall will notify the relevant Holders within two Scheduled Trading Days following the Conversion Date whether the Company will satisfy its Conversion Obligation by paying obligation to convert the converting Holder Securities through delivery of (x) shares of Common Stock pursuant to clause (ii) below (plus cash in cash the Principal Portion lieu of the Note being converted and paying fractional shares) or delivering, as the case may be, cash, Common Units or (y) a combination of cash and shares of Common UnitsStock pursuant to clause (i) below. At any time on or before the 13th Scheduled Trading Day prior to the Stated Maturity, at the Company may irrevocably waive, in its sole discretion without the consent of the Holders, by notice to the Trustee and to the Holders, its right to satisfy its Conversion Obligation in shares of its Common Stock pursuant to clause (ii) below (plus cash in lieu of any fractional shares); provided that the Company may not elect to satisfy such obligation pursuant to clause (ii) below if the Company has made the election to waive such right to do so. Notwithstanding the foregoing, if the Company elects to redeem the Securities, it will, in its notice of redemption, elect whether it will settle any conversions of Securities called for redemption pursuant to clause (i) or (ii) below (unless it has irrevocably elected to waive its right to satisfy its Conversion Obligation pursuant to clause (ii) below), which election shall apply to all Securities converted following the Company’s election, to the converting Holder in respect notice of the remainder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, redemption.
(i) If the Company shall pay chooses or has to satisfy its obligation to convert the Securities (the “Conversion Obligation”) by a combination of cash and delivershares of Common Stock, if applicable) upon conversion the Company will, deliver to the converting Holder Holders, in respect of each $1,000 principal amount of Notes Securities being converted, a settlement “Settlement Amount” equal to (i) cash in an amount equal to the sum lesser of (a) the Daily Settlement Amounts Conversion Value and (b) $1,000; (ii) if the Conversion Value is greater than $1,000, an amount in shares equal to the difference between the Conversion Value and $1,000, divided by the Applicable Stock Price for each of the 40 consecutive Trading Days during the relevant Observation Period.
such Securities; and (iiii) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional shares as described below in Section 12.01(e). The Settlement Amount in respect of any Security converted pursuant to this clause (i) will be delivered to converting Holders as soon as practicable following the last day following the determination of the Applicable Stock Price for such Security.
(ii) If the Company elects to satisfy all of its Conversion Obligation with respect to Securities to be converted in shares of Common Units issuable upon Stock, the Company will deliver to any converting Holder, for each $1,000 principal amount of the Securities, a number of shares of Common Stock equal to the Applicable Conversion Rate for such Securities, plus cash in lieu of any fractional shares determined as described below in Section 12.01(e). The shares of Common Stock in respect of any Security converted (and cash in lieu of any fractional shares) pursuant to this clause (ii) will be delivered through the Conversion Agent or DTC as soon as practicable following the determination of the Applicable Stock Price for such Security.
(iii) With respect to a conversion based on of a Security pursuant hereto, at and after the Daily VWAP close of business on the last Trading Day of the relevant Observation Period.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All conversions for which the relevant Conversion Date occurs on or after March 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates.
(v) If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may be), the Company elects a Cash Percentage, the Company shall deliver a written notice (the “Settlement NoticeRelevant Date”) of the Cash Percentage so elected 10 Trading Day period used to determine the Applicable Stock Price for such conversion, the Person in whose name any certificate representing any shares of Common Stock issuable upon such conversion is registered shall be treated as a stockholder of record of the Company to the extent permitted by law. On and after the Conversion Date with respect to a conversion of a Security pursuant hereto, all rights of the Holder of such Security shall terminate, other than the right to receive the consideration deliverable upon conversion of such Security as provided herein. A Holder of a Security is not entitled, as such, to any rights of a holder of Common Stock until, if such Holder converts such Security and is entitled pursuant hereto to receive shares of Common Stock in respect of such Conversion Date (or such period, as the case may be) to converting Holdersconversion, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close close of Business business on the Trading Day 60 immediately following the relevant Conversion Relevant Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and deliveryrespective Relevant Dates, as the case may be, with respect to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Sources: Indenture (Goodrich Petroleum Corp)
Settlement Upon Conversion. (a) Subject to and except Except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e11.07(e), upon conversion of any Note, the Company shall satisfy its Conversion Obligation by paying to the converting Holder in cash the Principal Portion of the Note being converted and paying pay or deliveringdeliver, as the case may be, cashto a converting Holder, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 11.03(b) (“Physical Settlement”) or a settlement amount equal to the sum combination of the Daily Settlement Amounts for each cash and shares of the 40 consecutive Trading Days during the relevant Observation PeriodCommon Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 11.03(b) (“Combination Settlement”), at its election, as set forth in this Section 11.03.
(i) The Company All conversions occurring on or after April 15, 2017 shall not issue any fractional Common Units upon conversion of be settled using the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Periodsame Settlement Method.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All for any conversions for which the relevant Conversion Date occurs that occur on or after March April 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 20242017, the Company shall use the same Cash Percentage Settlement Method for all conversions with occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage Settlement Method with respect to conversions with that occur on different Conversion DatesTrading Days.
(viii) If, in respect of any Conversion Date (or any conversion occurring during the period described in from, and including, April 15, 2017 to, and including, the fourth Business Day immediately succeeding set of parenthesespreceding the Maturity Date, as the case may be), the Company elects a Cash Percentage, the Company shall to deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be) ), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) Holders no later than the Close close of Business business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March April 15, 20242017, no later than the Close of Business on the Business Day immediately preceding March April 15, 20242017), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected a Cash Percentage Combination Settlement in respect of 0%its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Any Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. Notwithstanding the foregoing or anything to the contrary herein, the Company shall settle not have the right to elect Physical Settlement in respect of Notes surrendered for conversion on any Conversion Date (or on or after April 15, 2017, as the case may be) if the sum of (x) the aggregate number of shares of the Common Stock to be delivered upon Physical Settlement in satisfaction of the Company’s Conversion Obligation in respect of all Notes surrendered for conversion on such excess with delivery Conversion Date (or that would be delivered upon Physical Settlement if all Notes outstanding as of April 15, 2017 were surrendered for conversion, as the case may be) and (y) the aggregate number of shares of the Common Stock delivered or to be delivered in respect of Notes converted prior to such Conversion Date (or prior to April 15, 2017, as the case may be) is greater than the Maximum Number of Underlying Shares.
(iv) The cash, shares of Common UnitsStock or combination of cash and shares of Common Stock due upon any conversion of Notes (the “Settlement Amount”) shall be computed as follows:
(A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of the Common Stock equal to the Conversion Rate in effect on the Conversion Date;
(B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 35 consecutive VWAP Trading Days during the relevant Observation Period; and
(C) subject to Section 11.03(b), if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 35 consecutive VWAP Trading Days during the relevant Observation Period.
(b) If Notwithstanding anything herein to the contrary, in respect of any conversion of Notes, regardless of whether the Company has a Holder surrenders more than one Note class of securities listed on The New York Stock Exchange at the time of such conversion, the aggregate number of shares of the Common Stock delivered in respect of such conversion, when aggregated with the aggregate number of shares of the Common Stock previously delivered or required to be delivered in respect of all Notes surrendered for conversion prior to such conversion, cannot exceed 19.9% of the total number of shares of the Common Stock outstanding on the Issue Date unless, prior to such conversion, the Company has received approval from its shareholders to permit the issuance upon conversion of the Notes of a single number of shares of the Common Stock up to the Maximum Number of Underlying Shares. If the Company receives such shareholder approval on any day, the Company shall so notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) prior to the Close of Business on such day. Prior to the Company obtaining such shareholder approval, in connection with any conversion of Notes for which the Company has elected Combination Settlement, if the number of shares of Common Stock deliverable in respect of such conversion, when aggregated with the aggregate number of shares of the Common Stock delivered or required to be delivered in respect of Notes converted prior to such conversion, exceeds 19.9% of the total number of shares of the Common Stock outstanding on the Issue Date, the Company shall pay cash in lieu of delivering any shares of Common Stock otherwise deliverable upon conversion in excess of such limitations based on the Daily VWAP on each VWAP Trading Day of the relevant Observation Period in respect of which, in lieu of delivering shares of Common Stock, the Company pays cash pursuant to this Section 11.03(b).
(c) Notwithstanding the foregoing, the Company shall not issue fractional shares of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Obligation with respect to such Notes Date (in the case of Physical Settlement) or based on the Daily VWAP on the last VWAP Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of Daily Settlement Amounts for the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by applicable Observation Period and any fractional shares remaining after such Holdercomputation shall be paid in cash.
(cd) If a Holder converts a Note, except as set forth in Section 12.02(g11.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, interest on such Note and (ii) the Company’s payment and and/or delivery, as the case may be, to such converting Holder of the Conversion Obligation amount of cash, the number of shares of Common Stock or a combination thereof, as the case may be, into which such Holder’s Note is convertible shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (Ai) the principal amount of such converted Note and (Bii) accrued and unpaid Special Interestinterest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g11.02(g), accrued and unpaid Special Interestinterest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of NotesNotes into a combination of cash and shares of Common Stock, subject to Section 11.02(g), accrued and unpaid interest, if any, will shall be deemed to be paid first out of the cash paid upon such conversion.
(e) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last Trading Day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of the delivery of any fractional share, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of the delivery of any fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.
Appears in 1 contract
Settlement Upon Conversion. (a) Subject to and except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e4.03(a), upon any conversion of any Note, the Company shall satisfy its Conversion Obligation by paying deliver to the converting Holder in cash the Principal Portion of the Note being converted and paying or deliveringHolders, as the case may be, cash, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a settlement amount equal to combination of cash and Common Stock (the sum of “Settlement Amount”), at the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation PeriodCompany’s election, as set forth in this Section 4.03(a).
(i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All conversions for which the relevant Conversion Date occurs on or after March 15, 2024 shall 2018 will be settled using the same Cash Percentagesettlement method.
(ivii) Prior to March 15, 2018, the Company will elect (or be deemed to have elected) the same settlement method for all conversions occurring on any given Conversion Date. Except for any conversions for which the relevant Conversion Date occurs that occur on or after March 15, 20242018, the Company shall use need not elect the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage settlement method with respect to conversions with that occur on different Conversion DatesTrading Days.
(viii) If, in respect of any Conversion Date (or the period described in beginning on, and including, March 15, 2018, and ending on, and including, the fourth second Scheduled Trading Day immediately succeeding set of parenthesespreceding the Stated Maturity, as the case may be), the Company elects a Cash Percentage, the Company shall to deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected relevant settlement method in respect of such Conversion Date (or such period, as the case may be) ), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) Holders no later than the Close of second Business on the Trading Day 60 immediately following the relevant Conversion Date Date. Such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (orA) delivering solely shares of Common Stock, in (B) paying solely cash or (C) paying and delivering, as the case may be, a combination of cash and shares of Common Stock. In the case of any conversions occurring on or after March 15an election to pay and deliver, 2024as the case may be, no later than a combination of cash and shares of Common Stock, the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company relevant Settlement Notice shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if anySpecified Dollar Amount. If the Company does not timely elect deliver a Cash Percentage prior to the deadline set forth in the immediately preceding sentenceSettlement Notice, the Company shall will be deemed to have elected to deliver solely shares of Common Stock in respect of its conversion obligation.
(iv) The Settlement Amount in respect of any conversion of Notes shall be computed as follows:
(A) if the Company elects to satisfy its conversion obligation in respect of such conversion by delivering solely Common Stock, the Company will deliver to the converting Holder a Cash Percentage number of 0%shares of Common Stock equal to (1)(i) the aggregate principal amount of Notes to be converted, and divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on the Conversion Date;
(B) if the Company elects to satisfy its conversion obligation in respect of such conversion by paying solely cash, the Company shall settle pay to the converting Holder cash in an amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the thirty consecutive Trading Days during the related Cash Settlement Averaging Period; and
(C) if the Company elects to satisfy its conversion obligation in respect of such excess with delivery conversion by paying and delivering, as the case may be, a combination of cash and shares of Common UnitsStock, if any, the Company shall pay and deliver to the converting Holder, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the thirty consecutive Trading Days during the related Cash Settlement Averaging Period.
(b) If The “Daily Settlement Amount,” for each of the 30 consecutive Trading Days during the Cash Settlement Averaging Period, shall consist of:
(i) cash equal to the lesser of (i) the Daily Measurement Value for such Trading Day and (ii) the Daily Conversion Value for such Trading Day, and
(ii) to the extent the Daily Conversion Value for such Trading Day exceeds the Daily Measurement Value for such Trading Day, a number of shares of Common Stock equal to (x) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (y) the Daily VWAP of the Common Stock for such Trading Day.
(c) Subject to Section 4.03(d), upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest or Additional Interest, if any, unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates, in which case such interest shall be paid on such Interest Payment Date to the Holders of record on such Regular Record Date.
(d) Upon the conversion of any Notes, the Holder surrenders more than one shall not be entitled to receive any additional cash payment for accrued and unpaid interest or Additional Interest, if any, except to the extent specified below. The Company’s delivery to the Holder of cash and, if applicable, Common Stock, together with any cash payment for any fractional share of Common Stock, into which a Note for conversion on a single Conversion Dateis convertible shall be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Obligation Date. As a result, accrued and unpaid interest and Additional Interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted between close of business on a Regular Record Date for the payment of interest and the open of business on the next Interest Payment Date, Holders of such Notes at the close of business on such Regular Record Date shall receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on the next Interest Payment Date on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding June 15, 2018, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.
(e) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted therebyhereby) so surrendered by such Holdersurrendered. If any fractional share of stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on the Daily VWAP of its Common Stock on the relevant Conversion Date (if the Company elects to satisfy its conversion obligation solely in shares of Common Stock) and based on the Daily VWAP of the Common Stock on the last Trading Day of the relevant Cash Settlement Averaging Period (in the case of any other settlement method).
(cf) If The Company shall, subject to the exceptions set forth in this Section 4.03(f), deliver the Settlement Amount in respect of any Notes that a Holder converts a Noteby the third Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period. However, except as (i) if the Company elects to satisfy its conversion obligation solely in shares of Common Stock or (ii) if prior to the Conversion Date for any converted Notes, the Common Stock has been replaced by Reference Property consisting solely of cash (pursuant to the provisions set forth in Section 12.02(g4.04), (i) such Holder the Company shall not receive any separate cash payment (deliver the Settlement Amount due in addition to respect of conversion on the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and delivery, as the case may be, to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, tenth Business Day immediately following the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special InterestNotwithstanding the foregoing, if any, on a converted Note any information required in order to but, excludingcalculate the Settlement Amount deliverable shall not be available as of the applicable settlement date, the relevant Conversion Date Company shall deliver the additional shares of Common Stock resulting from that adjustment on the third Trading Day after the earliest Trading Day on which such calculation can be made.
(g) The last full paragraph of Section 4.7 of the Original Indenture shall be deemed to be paid in full rather than cancelledapply to the Conversion Agent with references to “money” being deemed references to “money, extinguished securities or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversioncombination thereof.”
Appears in 1 contract
Sources: Supplemental Indenture (Brookdale Senior Living Inc.)
Settlement Upon Conversion. (a) Subject In the event that the Company receives a Holder’s notice of conversion upon satisfaction of one or more of the conditions to and except as provided conversion described in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon conversion of any Note11.01, the Company shall will notify the relevant Holders within two Scheduled Trading Days following the Conversion Date whether the Company will satisfy its Conversion Obligation by paying obligation to convert the converting Holder Notes through delivery of (x) shares of Common Stock pursuant to clause (ii) below (plus cash in cash the Principal Portion lieu of the Note being converted and paying fractional shares) or delivering, as the case may be, cash, Common Units or (y) a combination of cash and shares of Common UnitsStock pursuant to clause (i) below. At any time on or before the 13th Scheduled Trading Day prior to the Stated Maturity, at the Company may irrevocably waive, in its sole discretion without the consent of the Holders, by notice to the Trustee and to the Holders, its right to satisfy its Conversion Obligation in shares of its Common Stock pursuant to clause (ii) below (plus cash in lieu of any fractional shares); provided that the Company may not elect to satisfy such obligation pursuant to clause (ii) below if the Company has made the election to waive such right to do so. Notwithstanding the foregoing, if the Company elects to redeem the Notes, it will, in its notice of redemption, elect whether it will settle any conversions of Notes called for redemption pursuant to clause (i) or (ii) below (unless it has irrevocably elected to waive its right to satisfy its Conversion Obligation pursuant to clause (ii) below), which election shall apply to all Notes converted following the Company’s election, to the converting Holder in respect notice of the remainder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, redemption.
(i) If the Company shall pay chooses or has to satisfy its obligation to convert the Notes (the “Conversion Obligation”) by a combination of cash and delivershares of Common Stock, if applicable) upon conversion the Company will, deliver to the converting Holder Holders, in respect of each $1,000 principal amount of Notes being converted, a settlement “Settlement Amount” equal to (i) cash in an amount equal to the sum lesser of (a) the Daily Settlement Amounts Conversion Value and (b) $1,000; (ii) if the Conversion Value is greater than $1,000, an amount in shares equal to the difference between the Conversion Value and $1,000, divided by the Applicable Stock Price for each of the 40 consecutive Trading Days during the relevant Observation Period.
such Notes; and (iiii) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on shares as described below in Section 11.01(e). The Settlement Amount in respect of any Note converted pursuant to this clause (i) will be delivered to converting Holders as soon as practicable following the last Trading Day day following the determination of the relevant Observation PeriodApplicable Stock Price for such Note.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All conversions for which the relevant Conversion Date occurs on or after March 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates.
(v) If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may be), If the Company elects a Cash Percentage, the Company shall deliver a written notice (the “Settlement Notice”) to satisfy all of the Cash Percentage so elected in respect of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the its Conversion Obligation with respect to such Notes shall to be computed on converted in shares of Common Stock, the basis of the aggregate Company will deliver to any converting Holder, for each $1,000 principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If Notes, a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition number of shares of Common Stock equal to the Conversion ObligationRate for such Notes, plus cash in lieu of any fractional shares determined as described below in Section 11.01(e). The shares of Common Stock in respect of any Note converted (and cash in lieu of any fractional shares) for accrued and unpaid Special Interest, if any, on such Note and pursuant to this clause (ii) the Company’s payment and delivery, as the case may be, to such converting Holder of will be delivered through the Conversion Obligation shall be deemed to satisfy in full Agent or DTC as soon as practicable following the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon for such conversionNote.
Appears in 1 contract
Sources: First Supplemental Indenture (Goodrich Petroleum Corp)
Settlement Upon Conversion. (a) Subject to and except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon conversion of any Note, the Company shall satisfy its Conversion Obligation by paying to the converting Holder in cash the Principal Portion of the Note being converted and paying or delivering, as the case may be, cash, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes being converted, a settlement amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Period.
(i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All conversions for which the relevant Conversion Date occurs on or after March 15, 2024 2026 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 20242026, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates.
(v) If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may be), the Company elects a Cash Percentage, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected in respect of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other 60 than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 20242026, no later than the Close of Business on the Business Day immediately preceding March 15, 20242026), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder▇▇▇▇▇▇.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interestinterest, if any, on such Note and (ii) the Company’s payment and delivery, as the case may be, to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interestinterest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interestinterest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Settlement Upon Conversion. (a) Subject to and except as provided in this Section 12.0314.04, Section 12.06(a) or 14.07 and Section 12.07(e)14.08, upon conversion of any Note, the Company shall satisfy its Conversion Obligation by paying to the converting Holder in cash the Principal Portion of the Note being converted and paying pay or deliveringdeliver, as the case may be, cash, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainderHolder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes being converted, a settlement amount equal to the sum cash (“Cash Settlement”), shares of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Period.
(i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash Stock, together with cash, if applicable, in lieu of delivering any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day share of the relevant Observation Period.
Common Stock in accordance with subsection (iij) Except of this Section 14.04 (“Physical Settlement”) or a combination of cash and shares of the Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of the Common Stock in accordance with subsection (j) of this Section 14.04 (“Combination Settlement”), at its election, as set forth in this Section 12.06 and Section 12.07, 14.04.
(1) All conversions for which the Company shall pay (and deliver, if applicable) relevant Conversion Date occurs at any time prior to the consideration due in respect Close of the Conversion Obligation Business on the third Business Day immediately following preceding the last Trading Day of the relevant Observation Period.
(iii) All Maturity Date, and all conversions for which the relevant Conversion Date occurs on or after March 15the Company’s issuance of a Redemption Notice or an Issuer Conversion Notice with respect to the Notes and prior to the related Redemption Date or Issuer Conversion Date, 2024 as the case may be, shall be settled using the same Cash PercentageSettlement Method.
(iv2) Except for any conversions for which the relevant Conversion Date occurs on or after March 15the Company’s issuance of a Redemption Notice or Issuer Conversion Notice and prior to the related Redemption Date or Issuer Conversion Date, 2024as the case may be, the Company shall use the same Cash Percentage Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage Settlement Method with respect to conversions with different Conversion Dates.
(v3) If, in respect of any Conversion Date (or one of the period periods described in the fourth third immediately succeeding set of parentheses, as the case may be), the Company elects a Cash Percentage, the Company shall to deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be) ), the Company shall deliver such Settlement Notice to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily an Issuer Conversion Value over the Daily Principal Portion of Notice with respect to the Notes being converted that will be paid and prior to the related Redemption Date or Issuer Conversion Date, as the case may be, in cash, if anythe Redemption Notice or Issuer Conversion Notice). If the Company does not timely elect a Cash Percentage Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected a Cash Percentage Combination Settlement in respect of 0%its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000.
(4) The cash, shares of the Common Stock or combination of cash and shares of the Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows:
(A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall settle deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of the Common Stock equal to the Conversion Rate in effect on the Conversion Date;
(B) if the Company elects to satisfy its Conversion Obligation in respect of such excess with delivery conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation Period; and
(C) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the related Observation Period.
(5) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of the Common UnitsStock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of the Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.
(b) If Subject to Section 14.04(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of the Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder surrenders thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion on a single Conversion Dateat any one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holdersurrendered.
(c) A Note shall be deemed to have been converted immediately prior to the Close of Business on the Conversion Date. If a Holder converts a Notethe Company elects Physical Settlement with respect to any conversion of the Notes, the Company shall deliver the consideration due in respect of conversion on the second Business Day immediately following the relevant Conversion Date (provided that, with respect to any conversion following the Regular Record Date immediately preceding the Maturity Date where Physical Settlement is applicable, the Company shall settle any such conversion on the Maturity Date). If the Company elects (or is deemed to have elected) Cash Settlement or Combination Settlement with respect to any conversion of Notes, except as set forth in Section 12.02(g14.07(b) and Section 14.08(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the last Trading Day of the Observation Period. If any shares of the Common Stock are due to a converting Holder, the Company shall issue or cause to be issued, and deliver (iif applicable) to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, the full number of shares of the Common Stock to which such Holder shall be entitled, in book-entry format through the Depositary, in satisfaction of the Company’s Conversion Obligation.
(d) In case any Physical Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Physical Note so surrendered a new Physical Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Physical Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Physical Notes issued upon such conversion being different from the name of the Holder of the old Physical Notes surrendered for such conversion.
(e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of the Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of the Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence.
(f) Except as provided in Section 14.05, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14.
(g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee.
(h) Upon conversion, other than upon exercise of the Issuer Conversion Option, a Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interestinterest, if any, on such Note and (ii) the except as set forth below. The Company’s payment and delivery, as the case may be, to such converting Holder settlement of the full Conversion Obligation shall be deemed to satisfy in full the Company’s its obligation to pay to such Holder (A) the principal amount of such converted the Note and (B) accrued and unpaid Special Interestinterest, if any, to, but excludingnot including, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interestinterest, if any, on a converted Note to butto, excludingbut not including, the relevant Conversion Date Date, other than a conversion upon exercise of the Issuer Conversion Option, shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of NotesNotes into a combination of cash and shares of the Common Stock, accrued and unpaid interest, if any, interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the Close of Business on a Regular Record Date, Holders of such Notes as of the Close of Business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the open of business on the immediately following Interest Payment Date, however, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date or Issuer Conversion Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date in cash regardless of whether their Notes have been converted following such Regular Record Date.
(i) The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion.
(j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.
Appears in 1 contract
Settlement Upon Conversion. (a) Subject The Company shall settle its conversion obligations as described in Section 11.12(c), unless, within the applicable time period specified in Section 11.12(b), the Company elects to and except settle its conversion obligations as provided described in this Section 12.03, Section 12.06(a11.12(d) or Section 12.07(e11.12(e), upon . The cash and/or shares of Common Stock which the Company is required to deliver in accordance with this Section 11.12 in settlement of its conversion of any Noteobligations is referred to herein as the “Settlement Amount.”
(b) If the Company desires to settle its conversion obligations as described in Section 11.12(d) or 11.12(e), the Company shall notify each converting holder through the Trustee of the method the Company will choose to satisfy its Conversion Obligation by paying to Obligations no later than the converting Holder in cash the Principal Portion of the Note being converted and paying or delivering, as the case may be, cash, Common Units or a combination of cash and Common Units, at second Trading Day immediately following the Company’s electionreceipt of a Notice of Conversion from such holder, and such notice shall specify the section of this Indenture pursuant to which the Company is electing to satisfy its conversion obligations; provided, however, that the Company shall have the right to irrevocably elect, in its sole discretion and without the consent of the holders of the Notes, by notice to the holders of the Notes through the Trustee, on or prior to December 15, 2011, to settle all of its future conversion obligations entirely in shares of Common Stock as described in Section 11.12(e) (which notice shall specifically reference such section); and, provided further, that the converting Holder Company is required to settle all conversions with a Conversion Date occurring on or after December 15, 2011 in respect the same manner, and the Company shall notify holders through the Trustee of the remainder, if any, manner of settlement (including specifying the Conversion Obligation applicable section of this Indenture that describes such manner of settlement) on or before such date. The Company shall treat all holders converting on the same Trading Day in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentencesame manner; however, the Company shall pay not have any obligation to settle Conversion Obligations arising on different Trading Days in the same manner, except for conversions with a Conversion Date occurring on or after December 15, 2011, which shall all be satisfied in the same manner.
(and deliverc) If the Company does not elect, if applicablewithin the applicable time periods specified in Section 11.12(b), to settle its conversion obligations as described in Section 11.12(d) to or 11.12(e), the converting Holder Company shall settle its conversion obligations as described in this Section 11.12(c). The Company shall deliver in respect of each $1,000 principal amount of Notes being converted, converted a settlement amount Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Cash Settlement Averaging Period.
(i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Trading Day immediately following the last Trading Day day of the relevant Observation related Cash Settlement Averaging Period.
(iii) All conversions for which the relevant Conversion Date occurs on or after March 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates.
(v) If, in respect . For purposes of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may bethis Section 11.12(c), the Company elects a Cash Percentage, following terms have the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected in respect of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and delivery, as the case may be, to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversion.respective meanings:
Appears in 1 contract
Sources: Indenture (Macerich Co)
Settlement Upon Conversion. (a) Subject With respect to and except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon any conversion of any NoteNotes, other than a conversion of Notes subject to the provisions of Section 7.07(f) hereof, the Company shall satisfy its Conversion Obligation by paying shall, subject to the converting Holder in cash the Principal Portion provisions of the Note being converted and paying this Article 7, pay or deliveringdeliver, as the case may be, no later than (in the case of Physical Settlement) the second Business Day immediately following the relevant Conversion Date or (in the case of Cash Settlement or Combination Settlement) the second Business Day immediately following the last day of the related Observation Period, to converting Holders, in respect of each $1,000 Principal Amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Units Stock pursuant to Section 7.03(g) (“Physical Settlement”) or a combination of cash and shares of Common UnitsStock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock pursuant to Section 7.03(g) (“Combination Settlement”), at the Company’s its election, as set forth in this Section 7.03.
b) If, in respect of any Conversion Date that occurs prior to December 1, 2026 (or, for any conversions for which the converting Holder relevant Conversion Date occurs on or after December 1, 2026, in respect of the remainderperiod from December 1, if any2026 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), and the Company has not already irrevocably elected a Settlement Method pursuant to this Section 7.03(b), the Company shall deliver such Settlement Notice to converting Holders (with a copy to the Trustee and the Conversion Agent) no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after December 1, 2026, no later than the close of business on the Scheduled Trading Day immediately preceding December 1, 2026). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence and has not already irrevocably elected a Settlement Method pursuant to this Section 7.03(b), the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation in excess of each with respect to any conversion on such Conversion Date or during such period, and the Specified Dollar Amount per $1,000 principal amount of Notes being convertedshall be equal to $1,000. Pursuant Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant
c) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows:
(1) if the Company elects to the foregoing sentencesatisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall pay (and deliver, if applicable) deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date; (2) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation Period; and (3) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a settlement amount Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant related Observation Period. The amounts paid and delivered pursuant to clauses (1) through (3) shall be given pro rata effect for any principal amount of Notes that is not an integral multiple of $1,000.
(id) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
Settlement Amounts (ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) and the consideration due in respect of Daily Conversion Values (if applicable) shall be determined by the Conversion Obligation on the third Business Day immediately Company promptly following the last Trading Day day of the relevant Observation Period.
(iii) All conversions for which . Promptly after such determination of the relevant Conversion Date occurs on or after March 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates.
(v) If, in respect of any Conversion Date (Daily Settlement Amounts or the period described in the fourth immediately succeeding set of parenthesesDaily Conversion Values, as the case may be), and the Company elects a Cash Percentageamount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected in respect of such Conversion Date (or such period, as the case may be) to converting Holders, notify the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over Settlement Amounts or the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and deliveryValues, as the case may be, to such converting Holder and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Obligation Agent (if other than the Trustee) shall be deemed to satisfy in full the Company’s obligation to pay to have no responsibility for any such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversiondetermination.
Appears in 1 contract
Sources: Indenture (INNOVATE Corp.)
Settlement Upon Conversion. (a) Subject In the event that the Company receives a Holder’s notice of conversion upon satisfaction of one or more of the conditions to and except as provided conversion described in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon conversion of any Note9.01, the Company shall will notify the relevant Holders within two Scheduled Trading Days following the Conversion Date whether the Company will satisfy its Conversion Obligation by paying obligation to convert the converting Holder Securities through delivery of (x) shares of Common Stock pursuant to clause (ii) below (plus cash in cash the Principal Portion lieu of the Note being converted and paying fractional shares) or delivering, as the case may be, cash, Common Units or (y) a combination of cash and shares of Common Units, at the Company’s election, to the converting Holder in respect of the remainderStock, if any, (such method of settlement, a “Net-Share Settlement”) pursuant to clause (i) below; provided that the Company may not elect to satisfy such obligation pursuant to clause (ii) below if the Company has made the election to waive such right to do so as set forth in the immediately succeeding sentence or if the Conversion Period for the applicable Securities would not commence on or after the Scheduled Trading Day after the Company’s notice of settlement. At any time on or before the third Scheduled Trading Day prior to the applicable Conversion Period for a Net-Share Settlement, the Company may irrevocably waive, in its sole discretion without the consent of the Holders, by notice to the Trustee and to the Holders, its right to satisfy its Conversion Obligation in excess shares of each $1,000 principal amount its Common Stock pursuant to clause (ii) below (plus cash in lieu of Notes being convertedany fractional shares). Pursuant to Notwithstanding the foregoing sentenceforegoing, if the Company elects to redeem the Securities, it will, in its notice of redemption, elect whether it will settle any conversions of Securities called for redemption pursuant to clause (i) or (ii) below (unless it has irrevocably elected to waive its right to satisfy its Conversion Obligation pursuant to clause (ii) below), which election shall pay apply to all Securities converted following the Company’s notice of redemption.
(i) If the Company chooses or has to satisfy its obligation to convert the Securities (the ‘‘Conversion Obligation’’) by Net-Share Settlement (or if the Company has irrevocably elected to waive its right to satisfy its Conversion Obligation pursuant to clause (ii) below), upon conversion the Company will deliver to converting Holders cash and deliverCommon Stock, if applicable) to the converting Holder any, in respect of each $1,000 principal amount of Notes Securities being converted, a settlement amount equal to the sum of the aggregate Daily Settlement Amounts for each of the 40 consecutive 20 VWAP Trading Days during the relevant Observation related Conversion Period.
(i) The ; provided that the Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay deliver cash in lieu of any fractional Common Units issuable upon conversion based on shares as described below in Section 9.01(e). The Daily Settlement Amounts shall be determined by the Daily VWAP on Company promptly following the last VWAP Trading Day of the relevant Observation Conversion Period. The amount of cash and Common Stock, if any, delivered in respect of any Security converted pursuant to this clause (i) will be delivered to converting Holders as soon as practicable following the last VWAP Trading Day of the applicable Conversion Period.
(ii) Except as set forth If the Company elects to satisfy all of its Conversion Obligation with respect to Securities to be converted in Section 12.06 and Section 12.07shares of Common Stock, the Company shall pay (and deliverwill deliver to any converting Holder, if applicable) for each $1,000 principal amount of the consideration due Securities, a number of shares of Common Stock equal to the Conversion Rate for such Securities, plus cash in lieu of any fractional shares determined as described below in Section 9.01(e). The shares of Common Stock in respect of any Security converted (and cash in lieu of any fractional shares) pursuant to this clause (ii) will be delivered through the Conversion Obligation on the third Business Day immediately Agent or DTC as soon as practicable following the last Trading Day of the relevant Observation Periodapplicable Conversion Date for such Security.
(iii) All conversions for which With respect to a conversion of a Security pursuant to clause (ii) above, at and after the relevant Conversion Date occurs close of business on or after March 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Person in whose name any certificate representing any shares of Common Stock issuable upon such conversion is registered shall be treated as a stockholder of record of the Company to the extent permitted by law. With respect to a conversion of a Security pursuant to clause (i) above by Net Share Settlement, on each VWAP Trading Day during the related Conversion Period, the Person in whose name any certificate representing any shares of Common Stock constituting the Daily Settlement Amount for such VWAP Trading Day is registered shall not have any obligation be treated as a stockholder of record of the Company of such number of shares to use the same Cash Percentage extent permitted by law on and after the close of business on such VWAP Trading Day. On and after the Conversion Date with respect to conversions with different Conversion Dates.
(v) Ifa conversion of a Security pursuant hereto, in respect all rights of any Conversion Date (or the period described in Holder of such Security shall terminate, other than the fourth immediately succeeding set right to receive the consideration deliverable upon conversion of parenthesessuch Security as provided herein. A Holder of a Security is not entitled, as the case may be)such, the Company elects to any rights of a Cash Percentageholder of Common Stock until, the Company shall deliver a written notice (the “Settlement Notice”) if such Holder converts such Security and is entitled pursuant hereto to receive shares of the Cash Percentage so elected Common Stock in respect of such conversion, the close of business on the Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the respective VWAP Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and deliveryDays, as the case may be, with respect to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Sources: First Supplemental Indenture (Flotek Industries Inc/Cn/)
Settlement Upon Conversion. (a) Subject With respect to and except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon any conversion of any NoteNotes, other than a conversion of Notes subject to the provisions of Section 7.07(f) hereof, the Company shall satisfy its Conversion Obligation by paying shall, subject to the converting Holder in cash the Principal Portion provisions of the Note being converted and paying this Article 7, pay or deliveringdeliver, as the case may be, no later than (in the case of Physical Settlement) the second Business Day immediately following the relevant Conversion Date or (in the case of Cash Settlement or Combination Settlement) the second Business Day immediately following the last day of the related Observation Period, to converting Holders, in respect of each $1,000 Principal Amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Units Stock pursuant to Section 7.03(g) (“Physical Settlement”) or a combination of cash and shares of Common UnitsStock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock pursuant to Section 7.03(g) (“Combination Settlement”), at the Company’s its election, as set forth in this Section 7.03.
b) If, in respect of any Conversion Date that occurs prior to May 1, 2026 (or, for any conversions for which the converting Holder relevant Conversion Date occurs on or after May 1, 2026, in respect of the remainderperiod from May 1, if any2026 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), and the Company has not already irrevocably elected a Settlement Method pursuant to this Section 7.03(b), the Company shall deliver such Settlement Notice to converting Holders (with a copy to the Trustee and the Conversion Agent) no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after May 1, 2026, no later than the close of business on the Scheduled Trading Day immediately preceding May 1, 2026). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence and has not already irrevocably elected a Settlement Method pursuant to this Section 7.03(b), the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation in excess of each with respect to any conversion on such Conversion Date or during such period, and the Specified Dollar Amount per $1,000 principal amount of Notes being convertedshall be equal to $1,000. Pursuant Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes to be converted shall be deemed to be $1,000. By written notice to the foregoing sentenceHolders, the Trustee and the Conversion Agent, the Company may, prior to May 1, 2026, at its option, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount (the “Minimum Specified Amount”) set forth in such election notice. If the Company irrevocably elects Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount, the Company shall, after the date of such election, send written notice to Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the close of business on the Trading Day immediately following the related Conversion Date, or, if the Company does not timely notify Holders, the Trustee and the Conversion Agent in writing, such Specified Dollar Amount shall be the Minimum Specified Amount set forth in the election notice, unless no Minimum Specified Amount was set forth in the election notice, in which case such Specified Dollar Amount shall be $1,000 per $1,000 principal amount of Notes. The irrevocable election shall apply to all Note conversions on Conversion Dates occurring subsequent to delivery of such notice; provided that any such election that is made between the date the Company issues a Notice of Redemption but before the related Redemption Date shall not apply to any conversions of Notes called for redemption with Conversion Dates that occur after the Company issues such Notice of Redemption but prior to such Redemption Date. For the avoidance of doubt, such an irrevocable election, if made, shall be effective without the need to amend this Indenture or the Notes, including pursuant to Section 14.01(12). However, the Company may nonetheless choose to execute such an amendment at its option.
c) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows:
(1) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall pay (and deliver, if applicable) deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date;
(2) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation Period; and
(3) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a settlement amount Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant related Observation Period.
d) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.
e) Upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
f) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has delivered notice specifying a Redemption Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.
g) The Company shall not issue any fractional Common Units shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the Notes and same Holder, the number of full shares which shall instead pay cash in lieu of any fractional Common Units be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Notes, the Company shall make payment in an amount of cash based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
Period (ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All conversions for which the relevant Conversion Date occurs on or after March 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates.
(v) If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may be), the Company elects a Cash Percentage, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected in respect of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15Combination Settlement). For each Note surrendered for conversion, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and if the Company shall indicate in such notice the percentage has elected (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be or is deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(belected) If a Holder surrenders more than one Note for conversion on a single Conversion DateCombination Settlement, the Conversion Obligation with respect to such Notes full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of Daily Settlement Amounts for the Notes (or specified portions thereof relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.
h) By delivery to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and delivery, as the case may be, to such converting Holder of the Conversion Obligation shall full number of shares of Common Stock, together with any cash payment for fractional shares, cash, or of a combination of cash and shares of Common Stock, as applicable, the Company will be deemed to satisfy in full the Company’s its obligation to pay to such Holder (A) the principal amount Principal Amount of such converted Note the Notes and (B) all accrued and unpaid Special Interest, if any, interest to, but excluding, the relevant Conversion Date. As a resultUpon conversion of the Notes, subject to Section 12.02(g), all accrued and unpaid Special Interestinterest to, if any, on a converted Note to but, but excluding, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, subject to Section 7.03(f) above. Upon a If the Company has elected (or has been deemed to elect) Combination Settlement in respect of any conversion of the Notes, accrued and unpaid interest, if any, interest will be deemed to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Sources: Indenture (Hc2 Holdings, Inc.)
Settlement Upon Conversion. (a) Subject to and except as provided in this Section 12.03, 12.01 and Section 12.06(a) or Section 12.07(e)12.04, upon conversion of any NoteSecurity, the Company shall satisfy may, at its Conversion Obligation by paying to the converting Holder in cash the Principal Portion of the Note being converted and paying election, pay or deliveringdeliver, as the case may be, cash, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainderHolder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes Securities being convertedconverted either solely cash (“Cash Settlement”), a settlement amount equal to the sum solely shares of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Period.
Common Stock (i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay other than cash in lieu of any fractional shares) (“Physical Settlement”) or a combination of cash and shares of Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
Stock (ii) Except “Combination Settlement”), as set forth in this Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) 12.01(d). All conversions for which the relevant Conversion Date occurs occurring on or after March 15June 1, 2024 2019 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15Settlement Method. Prior to June 1, 20242019, the Company shall use the same Cash Percentage Settlement Method for all conversions with occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage Settlement Method with respect to conversions with that occur on different Conversion Dates.
(v) If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may be), . If the Company elects a Cash PercentageSettlement Method, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage inform Holders so elected in respect converting of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than Settlement Method through the Trustee) , no later than the Close close of Business business on the Scheduled Trading Day 60 immediately following the relevant related Conversion Date (or, in the case of any conversions occurring on or after March 15June 1, 20242019, no later than the Close close of Business business on the Business Scheduled Trading Day immediately preceding March 15June 1, 20242019), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely concurrently elect a Settlement Method, the Company shall no longer have the right to elect Cash Percentage prior to the deadline set forth in the immediately preceding sentenceSettlement or Physical Settlement, and the Company shall be deemed to have elected a Cash Percentage Combination Settlement in respect of 0%its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Securities shall be deemed to be $1,000. If the Company shall settle elects Combination Settlement but does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Securities, such excess with delivery Specified Dollar Amount will be deemed to be $1,000. The cash, shares of Common Units.
Stock or combination of cash and shares of Common Stock in respect of any conversion of Securities (bthe “Settlement Amount”) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on as follows:
(i) if the basis Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the aggregate Company shall deliver to converting Holders in respect of each $1,000 principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If Securities being converted a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition number of shares of Common Stock equal to the Conversion Obligation) for accrued Rate in effect on the Conversion Date (and unpaid Special Interest, if any, on such Note and cash in lieu of any fractional share as described in Section 12.01(g));
(ii) if the Company’s payment and deliveryCompany elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to converting Holders in respect of each $1,000 principal amount of Securities being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days in the relevant Conversion Period; and
(iii) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, to such converting Holder Holders in respect of each $1,000 principal amount of Securities being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days in the relevant Conversion Obligation Period (and cash in lieu of any fractional share as described in Section 12.01(g)). Except as described under Sections 12.01(e), 12.02 and 12.04, if Cash Settlement or Combination Settlement is applicable, the Company shall pay and/or deliver the consideration due upon conversion on the third Business Day immediately following the final Trading Day of the related Conversion Period. If Physical Settlement is applicable, the Company shall deliver the consideration due upon conversion on the third Business Day immediately following the related Conversion Date; provided, that, with respect to any Conversion Date with respect to which Physical Settlement applies occurring after August 15, 2019, settlement will occur on the Maturity Date (except as otherwise provided in Sections 12.01(e), 12.02 or 12.04). With respect to a conversion of a Security pursuant hereto, the Security shall be deemed to satisfy have been converted immediately prior to the close of business on the Conversion Date; provided, however, that the Person in full whose name any shares of the Company’s obligation to pay to Common Stock shall be issuable upon such Holder (A) conversion shall be treated as the principal amount holder of record of such converted Note and (B) accrued and unpaid Special Interestshares as of the close of business on the Conversion Date, if anyin the case of Physical Settlement, to, but excluding, or the last Trading Day of the relevant Conversion Date. As a resultPeriod, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excludingin the case of Combination Settlement (such date, the relevant “Relevant Date”). On and after the Conversion Date shall be deemed with respect to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notesa Security pursuant hereto, accrued and unpaid interestall rights of the Holder of such Security shall terminate, other than the right to receive the consideration deliverable upon conversion of such Security as provided herein. A Holder of a Security is not entitled, as such, to any rights of a holder of Common Stock until, if anysuch Holder converts such Security and is entitled pursuant hereto to receive shares of Common Stock in respect of such conversion, will be deemed the close of business on the Relevant Date or respective Relevant Dates, as the case may be, with respect to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Settlement Upon Conversion. (a) Subject In the event that the Company receives a Holder’s notice of conversion upon satisfaction of one or more of the conditions to and except as provided conversion described in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon conversion of any Note9.01, the Company shall will notify the relevant Holders within two Scheduled Trading Days following the Conversion Date whether the Company will satisfy its Conversion Obligation by paying obligation to convert the converting Holder Securities through delivery of (x) shares of Common Stock pursuant to clause (ii) below (plus cash in cash the Principal Portion lieu of the Note being converted and paying fractional shares) or delivering, as the case may be, cash, Common Units or (y) a combination of cash and shares of Common UnitsStock, at if any (such method of settlement, a “Net-Share Settlement”) pursuant to clause (i) below; provided that the Company may not elect to satisfy such obligation pursuant to clause (ii) below if the Company has made the election to waive such right to do so as set forth in the immediately succeeding sentence or if the Conversion Period for the applicable Securities would not commence on or after the Scheduled Trading Day after the Company’s election, notice of settlement. At any time on or before the third Scheduled Trading Day prior to the converting Holder applicable Conversion Period for a Net-Share Settlement, the Company may irrevocably waive, in respect its sole discretion without the consent of the remainderHolders, by notice to the Trustee and to the Holders, its right to satisfy its Conversion Obligation in shares of its Common Stock pursuant to clause (ii) below (plus cash in lieu of any fractional shares). Notwithstanding the foregoing, if the Company elects to redeem the Securities, it will, in its notice of redemption, elect whether it will settle any conversions of Securities called for redemption pursuant to clause (i) or (ii) below (unless it has irrevocably elected to waive its right to satisfy its Conversion Obligation pursuant to clause (ii) below), which election shall apply to all Securities converted following the Company’s notice of redemption.
(i) If the Company chooses or has to satisfy its obligation to convert the Securities (the “Conversion Obligation”) by Net-Share Settlement (or if the Company has irrevocably elected to waive its right to satisfy its Conversion Obligation pursuant to clause (ii) below), upon conversion the Company will deliver to converting Holders cash and Common Stock, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes Securities being converted, a settlement amount equal to the sum of the aggregate Daily Settlement Amounts for each of the 40 consecutive 20 VWAP Trading Days during the relevant Observation related Conversion Period.
(i) The ; provided that the Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay deliver cash in lieu of any fractional Common Units issuable upon conversion based on shares as described below in Section 9.01(e). The Daily Settlement Amounts shall be determined by the Daily VWAP on Company promptly following the last VWAP Trading Day of the relevant Observation Conversion Period. The amount of cash and Common Stock, if any, delivered in respect of any Security converted pursuant to this clause (i) will be delivered to converting Holders as soon as practicable following the last VWAP Trading Day of the applicable Conversion Period.
(ii) Except as set forth If the Company elects to satisfy all of its Conversion Obligation with respect to Securities to be converted in Section 12.06 and Section 12.07shares of Common Stock, the Company shall pay (and deliverwill deliver to any converting Holder, if applicable) for each $1,000 principal amount of the consideration due Securities, a number of shares of Common Stock equal to the Conversion Rate for such Securities, plus cash in lieu of any fractional shares determined as described below in Section 9.01(e). The shares of Common Stock in respect of any Security converted (and cash in lieu of any fractional shares) pursuant to this clause (ii) will be delivered through the Conversion Obligation on the third Business Day immediately Agent as soon as practicable following the last Trading Day of the relevant Observation Periodapplicable Conversion Date for such Security.
(iii) All conversions for which With respect to a conversion of a Security pursuant to clause (ii) above, at and after the relevant Conversion Date occurs close of business on or after March 15, 2024 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which the relevant Conversion Date occurs on or after March 15, 2024, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Person in whose name any certificate representing any shares of Common Stock issuable upon such conversion is registered shall be treated as a stockholder of record of the Company to the extent permitted by law. With respect to a conversion of a Security pursuant to clause (i) above by Net Share Settlement, on each VWAP Trading Day during the related Conversion Period, the Person in whose name any certificate representing any shares of Common Stock constituting the Daily Settlement Amount for such VWAP Trading Day is registered shall not have any obligation be treated as a stockholder of record of the Company of such number of shares to use the same Cash Percentage extent permitted by law on and after the close of business on such VWAP Trading Day. On and after the Conversion Date with respect to conversions with different Conversion Dates.
(v) Ifa conversion of a Security pursuant hereto, in respect all rights of any Conversion Date (or the period described in Holder of such Security shall terminate, other than the fourth immediately succeeding set right to receive the consideration deliverable upon conversion of parenthesessuch Security as provided herein. A Holder of a Security is not entitled, as the case may be)such, the Company elects to any rights of a Cash Percentageholder of Common Stock until, the Company shall deliver a written notice (the “Settlement Notice”) if such Holder converts such Security and is entitled pursuant hereto to receive shares of the Cash Percentage so elected Common Stock in respect of such conversion, the close of business on the Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the respective VWAP Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Units.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and deliveryDays, as the case may be, with respect to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Sources: First Supplemental Indenture (Flotek Industries Inc/Cn/)
Settlement Upon Conversion. (ai) Subject The Company may elect at any time to settle its Conversion Obligation with respect to all future conversions solely by the delivery of shares of Common Stock, solely by the delivery of cash or on a “net share settlement basis” as described in Section 12.01(c)(iv) below by giving notice to the Trustee and except as provided Holders in this conformity with the requirements of Section 12.0312.06; provided, however, that the Company will settle all conversions occurring before the Restriction Release Date by paying cash and accordingly no irrevocable election to settle conversion by the delivery of shares of Common Stock or on a “net share settlement basis” may be made until after the Restriction Release Date; and provided, further, that no irrevocable election to settle conversions by the delivery of shares of Common Stock or on a “net share settlement basis” may be made at any time when the Company may be prevented from delivering shares of Common Stock by the covenant set forth in Section 12.06(a12.01(c)(vi).
(ii) or Unless the Company has irrevocably elected a form of settlement pursuant to Section 12.07(e12.01(c)(i), upon conversion the Company shall inform the Holders through the Trustee of the method it will choose to satisfy its Conversion Obligations at any Notetime on or before the date that is two Trading Days following the applicable Conversion Date (such period, the “Settlement Notice Period”). If the Company fails to provide notice within the Settlement Notice Period, the Company shall satisfy its Conversion Obligation by paying Obligations only in shares of Common Stock (and cash in lieu of fractional shares), unless the Company has irrevocably elected a form of settlement pursuant to Section 12.01(c)(i). If the converting Holder Company chooses to satisfy any portion of its Conversion Obligations in cash, it will specify the amount to be satisfied in cash the Principal Portion of the Note being converted and paying or delivering, as the case may be, cash, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainder, if any, percentage of the Conversion Obligation Obligations or a fixed dollar amount. The Company shall treat all Holders converting on the same Trading Day in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentencesame manner; however, the Company shall pay not have any obligation to settle Conversion Obligations arising on different Trading Days in the same manner.
(iii) If the Company elects to satisfy any portion of its Conversion Obligations in cash (other than cash in lieu of fractional shares), a Holder may retract its Notice of Conversion at any time during the two Trading Day period beginning on the Trading Day after the Company has notified the Trustee of its method of settlement (the “Conversion Retraction Period”), provided that no such retraction can be made (and delivera Notice of Conversion shall be irrevocable) if: (i) the Company has irrevocably elected to pay solely cash or net share settlement upon conversion of the Securities prior to a Holder’s delivery of a Conversion Notice, if applicable(ii) a Holder is converting its Securities prior to the Restriction Release Date or (iii) a Holder is converting its Securities during the period beginning 25 Trading Days immediately preceding the Stated Maturity and ending one Trading Day immediately preceding the Stated Maturity, even if the Company has not otherwise notified the Holder prior to the Conversion Date of its settlement method election. The Company may, in lieu of sending individual notices of its election, send one notice to all Holders of the method the Company chooses to satisfy its Conversion Obligation for conversions following delivery of a notice relating to the occurrence of specified events triggering conversion rights or on or following the 25th Trading Day immediately preceding the Stated Maturity.
(iv) With respect to any Notice of Conversion received by the Company, the consideration to be distributed (“Conversion Settlement Distribution”) for any Security subject to such Notice of Conversion shall consist of cash, Common Stock or a combination thereof (as selected by the Company) as set forth in this clause (iv) and clause (v) below:
(A) if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution shall be a number of shares equal to the product of: (A) the aggregate principal amount of the Securities to be converted divided by $1,000, multiplied by (B) the then applicable Conversion Rate, plus cash for any fractional shares pursuant to Section 12.01(d);
(B) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of: (A) a number equal to the product of (x) the aggregate principal amount of Securities to be converted divided by $1,000 multiplied by (y) the then applicable Conversion Rate, and (B) the average Daily VWAP of the Common Stock during the Observation Period.
(C) if the Company elects “net share settlement” with respect to the Conversion Obligation, the Company will deliver to converting Holders, in respect of each $1,000 principal amount of Notes Securities being converted, a settlement amount “Settlement Amount” of cash and shares of Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive 25 Trading Days during the relevant Observation PeriodPeriod for such Security.
(iv) The Settlement by the Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay Conversion Obligation when the Company has elected to settle entirely by the delivery of shares of Common Stock will occur as soon as practicable after the Company is required to notify the Holder that is has chosen this method of settlement but in no event more than four Trading Days after the relevant Conversion Date. Settlement by the Company of the Conversion Obligation when the Company must settle entirely in cash or that the Company has elected to satisfy entirely in lieu of any fractional Common Units issuable upon conversion based cash will occur on the Daily VWAP on third Trading Day following the last final Trading Day of the relevant Observation Period.
(ii) Except as set forth , unless the Securities have become exchangeable solely for a fixed amount of cash following the occurrence of a Fundamental Change transaction in Section 12.06 and Section 12.07, which event settlement will occur in cash on the third Trading Date following the relevant Conversion Date. Settlement by the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation when the Company has elected “net share settlement” will occur on the third Business Day immediately following the last final Trading Day of the relevant related Observation Period.
(iiivi) All conversions for which Notwithstanding anything to the relevant Conversion Date occurs on or after March 15contrary, 2024 shall be settled using in no event will the same Cash Percentage.
(iv) Except for any conversions for which Company issue shares of Common Stock beyond the relevant Conversion Date occurs on or after March 15, 2024maximum level permitted by the continued listing standards of The Nasdaq Stock Market. In accordance with such listing standards, the Company shall use the same Cash Percentage for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage with respect to conversions with different Conversion Dates.
(v) If, in respect of any Conversion Date (or the period described in the fourth immediately succeeding set of parentheses, as the case may be), the Company elects a Cash Percentage, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected in respect of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline restriction set forth in this paragraph will apply at any time when the immediately preceding sentenceSecurities are outstanding, regardless of whether the Company shall be deemed to have elected then has a Cash Percentage class of 0%, and the Company shall settle such excess with delivery of Common Unitssecurities quoted on The Nasdaq Stock Market.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interest, if any, on such Note and (ii) the Company’s payment and delivery, as the case may be, to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid Special Interest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, accrued and unpaid interest, if any, will be deemed to be paid first out of the cash paid upon such conversion.
Appears in 1 contract
Settlement Upon Conversion. (a) Subject to and except Except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e11.07(e), upon conversion of any Note, the Company shall satisfy its Conversion Obligation by paying to the converting Holder in cash the Principal Portion of the Note being converted and paying pay or deliveringdeliver, as the case may be, to the converting Holder cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Units Stock in accordance with Section 11.03(a)(vi) (“Physical Settlement”) or a combination of cash and shares of Common UnitsStock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 11.03(a)(vi) (“Combination Settlement”), at the Company’s election, to the converting Holder in respect of the remainder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay election (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes being converted, a settlement amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Periodthese settlement methods a “Settlement Method”).
(i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay cash in lieu of any fractional Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver, if applicable) the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All conversions for which the relevant whose Conversion Date occurs on or after March 15August 1, 2024 2018 shall be settled using the same Cash Percentage.
(iv) Except for any conversions for which Settlement Method. Subject to the relevant Conversion Date occurs on or after March 15, 2024foregoing, the Company shall use the same Cash Percentage Settlement Method for all conversions with occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage Settlement Method with respect to conversions with that occur on different Conversion Dates, and the Company may elect one Settlement Method with respect to one Conversion Date and another Settlement Method with respect to another Conversion Date.
(vii) If, The Company shall deliver a notice (the “Settlement Method Notice”) of the Settlement Method elected by the Company in respect of any Conversion Date or any of the periods described below by written notice to the converting Holder, the Trustee and the Conversion Agent, prior to the Close of Business on the Scheduled Trading Day immediately following the relevant Conversion Date, (or, in the case of any other conversion whose Conversion Date is on or after August 1, 2018, no later than the Close of Business on the Scheduled Trading Day immediately preceding August 1, 2018).
(iii) Any Settlement Method Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Method Notice shall indicate the Specified Dollar Amount. If the Company does not timely deliver a Settlement Method Notice prior to the deadline set forth in Section 11.03(a)(ii), the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation for such conversion, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. If the Company elects Combination Settlement in respect of its Conversion Obligation in respect of a conversion but does not indicate a Specified Dollar Amount in the relevant Settlement Method Notice, the Specified Dollar Amount shall be deemed to be $1,000 in respect of such conversion.
(iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of the Notes (the “Settlement Amount”) shall be computed as follows:
(A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date, together with cash in lieu of fractional shares pursuant to Section 11.03(a)(vi);
(B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive VWAP Trading Days during the related Observation Period; and
(C) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the period described in the fourth immediately succeeding set of parenthesesCompany shall pay or deliver, as the case may be), the Company elects a Cash Percentage, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage so elected in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Days during the related Observation Period.
(v) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Date (or such periodValues, as the case may be) to converting Holders, and the amount of cash payable in lieu of any fractional share, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) no later of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Close Trustee) shall have no responsibility for any such determination.
(vi) The Company shall not issue any fractional share of Business Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Trading Day 60 immediately following Daily VWAP on the relevant Conversion Date (or, if such date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day) in the case of Physical Settlement, or based on the Daily VWAP on the last VWAP Trading Day of the relevant Observation Period in the case of Combination Settlement. For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash.
(vii) Except as set forth in Section 11.06 and Section 11.07, the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation (y) on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or (z) on the third Business Day immediately following the last VWAP Trading Day of the Observation Period, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if any. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentence, the Company shall be deemed to have elected a Cash Percentage of 0%, and the Company shall settle such excess with delivery of Common Unitsother Settlement Method.
(b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the Conversion Obligation with respect number of shares of Common Stock, if any, that the Company will deliver, and the amount of cash that the Company will pay pursuant to such Notes Section 11.03(a)(vi) in lieu of fractional shares of Common Stock, if any, shall be computed determined based on the basis of the aggregate total principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such Holder.
(c) If a Holder converts a Note, except as set forth in Section 12.02(g11.02(g), (i) such Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid Special Interestinterest, if any, on such Note and (ii) the Company’s payment and delivery, as the case may be, delivery to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such converted Note and (B) accrued and unpaid Special Interestinterest, if any, to, but excluding, the relevant Conversion Date. As a result, subject to Section 12.02(g11.02(g), accrued and unpaid Special Interestinterest, if any, on a converted Note to but, excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of the Notes, subject to Section 11.02(g), accrued and unpaid interest, if any, will shall be deemed to be paid first out of the cash paid upon such conversion, if any.
Appears in 1 contract
Sources: Indenture (NRG Yield, Inc.)
Settlement Upon Conversion. (a) Subject to and except as provided in this Section 12.034.03, Section 12.06(a) or 4.05 and Section 12.07(e)4.06, upon conversion of any NoteSecurities prior to the close of business on the Trading Day immediately preceding the earlier of (i) receipt of Shareholder Approval, (ii) the date on which Shareholder Approval is no longer required under the listing standards of the New York Stock Exchange (or its successor), or (iii) August 15, 2018, the Company shall satisfy may, at its Conversion Obligation by paying to the converting Holder in cash the Principal Portion of the Note being converted and paying election, pay or delivering, deliver as the case may be, cash, Common Units or a combination of cash and Common Units, at the Company’s election, to the converting Holder in respect of the remainderHolder, if any, of the Conversion Obligation in excess of each $1,000 principal amount of Notes being converted. Pursuant to the foregoing sentence, the Company shall pay (and deliver, if applicable) to the converting Holder in respect of each $1,000 principal amount of Notes Securities being converted, a settlement amount equal to the sum either solely cash (“Cash Settlement”), solely shares of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the relevant Observation Period.
Common Stock (i) The Company shall not issue any fractional Common Units upon conversion of the Notes and shall instead pay other than cash in lieu of any fractional shares) (“Physical Settlement”) or a combination of cash and shares of Common Units issuable upon conversion based on the Daily VWAP on the last Trading Day of the relevant Observation Period.
Stock (ii) Except “Combination Settlement”), as set forth in this Section 12.06 and Section 12.074.03. All conversions occurring on or after the earlier of (i) receipt of Shareholder Approval, the Company shall pay (and deliver, if applicableii) the consideration due in respect date on which Shareholder Approval is no longer required under the listing standards of the Conversion Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
New York Stock Exchange (or its successor), or (iii) All conversions for which the relevant Conversion Date occurs on or after March August 15, 2024 2018 shall be settled using the same Cash Percentage.
Physical Settlement method. Prior to the close of business on the Trading Day immediately preceding the earlier of (ivi) Except for any conversions for receipt of Shareholder Approval, (ii) the date on which Shareholder Approval is no longer required under the relevant Conversion Date occurs on listing standards of the New York Stock Exchange (or after March its successor), or (iii) August 15, 20242018, the Company shall use the same Cash Percentage Settlement Method for all conversions with occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Cash Percentage Settlement Method with respect to conversions with that occur on different Conversion Dates.
. In addition, unless and until the Company obtains Shareholder Approval or Shareholder Approval is no longer required under the listing standards of the New York Stock Exchange (vor its successor), (x) If, the Company shall use the Combination Settlement method in respect of any its Conversion Date Obligations with a Specified Dollar Amount per $1,000 principal amount of Securities of $1,000, unless the Company elects to use a different Settlement Method or elects a Specified Dollar Amount in excess of $1,000, in which case the Settlement Amount (or as defined below) shall be determined by reference to such greater Specified Dollar Amount, and (y) the period described in number of shares of Common Stock deliverable upon conversion, if any, will be subject to the fourth immediately succeeding set of parentheses, as Aggregate Share Cap and the case may be), Conversion Share Cap. If the Company elects a Cash PercentageSettlement Method other than Combination Settlement or elects a Specified Dollar Amount per $1,000 principal amount of Securities other than $1,000, the Company shall deliver a written notice (the “Settlement Notice”) of the Cash Percentage notify Holders so elected in respect converting of such Conversion Date (or such period, as the case may be) to converting Holders, the Trustee and the Conversion Agent (if other than Settlement Method through the Trustee) , no later than the Close of Business on the Trading Day 60 immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after March 15, 2024, no later than the Close of Business on the Business Day immediately preceding March 15, 2024), and the Company shall indicate in such notice the percentage (the “Cash Percentage”) of the excess, if any, of the Daily Conversion Value over the Daily Principal Portion of the Notes being converted that will be paid in cash, if anyDate. If the Company does not timely elect a Cash Percentage prior to the deadline set forth in the immediately preceding sentencedifferent Settlement Method, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement. The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Securities (the “Settlement Amount”) shall be deemed computed as follows:
(i) if the Company elects to have elected a Cash Percentage satisfy its Conversion Obligation in respect of 0%such conversion by Physical Settlement, and the Company shall settle such excess with delivery deliver to converting Holders in respect of each $1,000 of principal amount of Securities a number of shares of Common UnitsStock equal to the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in Section 4.03(e);
(ii) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall deliver to converting Holders in respect of each $1,000 principal amount of Securities being converted cash in an amount in cash equal to the Daily Conversion Values for each of the twenty (20) consecutive Trading Days during the relevant Conversion Period; and
(iii) if the Company satisfies its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall deliver to converting Holders in respect of each $1,000 principal amount of Securities being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the twenty (20) consecutive Trading Days in the relevant Conversion Period, together with any cash payment for any fractional share of Common Stock as described in Section 4.03(e).
(b) If a Holder surrenders more than one Note for Except as described in Section 4.06, if Cash Settlement or Combination Settlement is applicable, the Company shall pay and/or deliver the consideration due upon conversion on a single the third Business Day immediately following the final Trading Day of the related Conversion Period. If Physical Settlement is applicable, the Issuer shall deliver the consideration due upon conversion on the third Business Day immediately following the related Conversion Date; provided that, the Conversion Obligation with respect to such Notes shall be computed any Conversion Date with respect to which Physical Settlement applies occurring after August 15, 2018, settlement will occur on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered by such HolderFinal Maturity Date.
(c) If a Holder converts a Note, except Except as set forth provided in Section 12.02(g)4.03(d) below, (i) such Holder upon conversion, Holders shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid interest (including Additional Interest and Special Interest), if any.
(d) Upon the conversion of any Securities, the Holder will not be entitled to receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Special Interest), if any, on such Note and (ii) except to the extent specified below. The Company’s payment and delivery, as delivery to the case may be, to such converting Holder of the Conversion Obligation shall Common Stock together with any cash payment for any fractional share of Common Stock, into which a Security is convertible will be deemed to satisfy in full the Company’s obligation to pay to such Holder (A) the principal amount of such the Securities so converted Note and (B) accrued and unpaid interest (including Additional Interest and Special Interest), if any, to, but excludingnot including, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid interest (including Additional Interest and Special Interest), if any, on a converted Note to butto, excludingbut not including, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon Notwithstanding the foregoing, if Securities are converted after the close of business on a conversion Regular Record Date for the payment of Notesinterest, accrued Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest and unpaid interestSpecial Interest), if any, will payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be deemed accompanied by funds equal to the amount of interest (including Additional Interest and Special Interest), if any, payable on the Securities so converted on such following Interest Payment Date; provided that no such payment need be paid first out made (i) for conversions following the Regular Record Date immediately preceding the Final Maturity Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.
(e) The Company shall not issue fractional shares of Common Stock upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Securities, the Company shall make payment therefor in cash paid upon such conversionin lieu of fractional shares of Common Stock based on the Last Reported Sale Price on the relevant Conversion Date, in the case of any Physical Settlement, or on the final Trading Day of the relevant Conversion Period, in the case of Combination Settlement.
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Sources: Indenture (Imperial Holdings, Inc.)