Settlement Upon Conversion. Upon conversion, ION may choose to pay or deliver, as the case may be, either cash (“cash settlement”), shares of its common stock (“physical settlement”) or a combination of cash and shares of its common stock (“combination settlement”), as described below. Each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September 15, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, will be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs on or after September 15, 2025, ION will use the same settlement method for all conversions with the same conversion date, but ION will not have any obligation to use the same settlement method with respect to conversions with different conversion dates. That is, ION may choose for notes converted on one conversion date to settle conversions through physical settlement, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects a settlement method, ION will inform holders so converting in writing through the conversion agent of the settlement method ION has elected no later than the close of business on the trading day immediately following the related conversion date (or in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) on or after September 15, 2025, no later than September 15, 2025). If ION does not timely elect a settlement method, it will no longer have the right to elect cash settlement or physical settlement and ION will be deemed to have elected combination settlement in respect of ION’s conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes will be equal to $1,000. If ION elects combination settlement, but ION does not timely notify converting holders of the specified dollar amount per $1,000 principal amount of New Second Lien Convertible Notes, such specified dollar amount will be deemed to be $1,000. It is ION’s current intent and policy to settle conversions through combination settlement with a specified dollar amount of $1,000. Settlement amounts will be computed by us as follows: • if ION elects physical settlement, ION will deliver to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted a number of shares of common stock equal to the conversion rate (plus cash in lieu of any fractional share of our common stock issuable upon conversion) ; • if ION elects cash settlement, ION will pay to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 consecutive trading days during the related observation period; and • if ION elects (or is deemed to have elected) combination settlement, ION will pay or deliver, as the case may be, to the converting holder of each $1,000 principal amount of New Second Lien Convertible Notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 30 consecutive trading days during the relevant observation period (plus cash in lieu of any fractional share of our common stock issuable upon conversion). The “daily settlement amount” for each of the 30 consecutive trading days during the observation period shall consist of: ● cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)
Settlement Upon Conversion. Upon conversion(a) Except as provided in Section 10.07(d), ION subject to this Section 10.03, if a Holder converts a Note, the Company shall pay or deliver to such Holder, as the case may choose be, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 10.03.
(1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, either the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made.
(2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”).
(3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates.
(4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“cash settlement”), shares of its common stock (“physical settlementCash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of its common stock Common Stock (“combination settlementCombination Settlement”), as described below. Each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September 15, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, will be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs on or after September 15, 2025, ION will use the same settlement method for all conversions with the same conversion date, but ION will not have any obligation to use the same settlement method with respect to conversions with different conversion dates. That is, ION may choose for notes converted on one conversion date to settle conversions through physical settlement, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects a settlement method, ION will inform holders so converting in writing through the conversion agent of the settlement method ION has elected no later than the close of business on the trading day immediately following the related conversion date (or in In the case of any conversions an election that provides for which Combination Settlement, the relevant conversion date occurs (i) after Settlement Notice shall indicate the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) on or after September 15, 2025, no later than September 15, 2025)Specified Dollar Amount. If ION the Company does not timely elect deliver a settlement methodSettlement Notice within the time periods specified above, it will no longer have or if the right to elect cash settlement or physical settlement Company provides a Settlement Notice within the time periods specified above and ION elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to have elected combination settlement Combination Settlement with a Specified Dollar Amount of $1,000.
(5) The Settlement Amount in respect of ION’s any conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes will be equal to $1,000. If ION elects combination settlement, but ION does not timely notify converting holders of the specified dollar amount per $1,000 principal amount of New Second Lien Convertible Notes, such specified dollar amount will be deemed to be $1,000. It is ION’s current intent and policy to settle conversions through combination settlement with a specified dollar amount of $1,000. Settlement amounts will shall be computed by us as follows: • :
(6) (A) if ION the Company elects physical settlementto satisfy its conversion obligation in respect of such conversion through Physical Settlement, ION the Company will deliver to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted Holder a number of shares of common stock Common Stock equal to the conversion rate (plus cash in lieu of any fractional share of our common stock issuable upon conversion1) ; • if ION elects cash settlement, ION will pay to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 consecutive trading days during the related observation period; and • if ION elects (or is deemed to have elected) combination settlement, ION will pay or deliver, as the case may be, to the converting holder of each $1,000 principal amount of New Second Lien Convertible Notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 30 consecutive trading days during the relevant observation period (plus cash in lieu of any fractional share of our common stock issuable upon conversion). The “daily settlement amount” for each of the 30 consecutive trading days during the observation period shall consist of: ● cash equal to the lesser of (i) the maximum cash amount per $1,000 aggregate principal amount of New Second Lien Convertible Note Notes to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement valueconverted, divided by (ii) $1,000, multiplied by (2) the daily VWAP for such trading day.then-applicable Conversion Rate on the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);
Appears in 2 contracts
Sources: Indenture (Rh), Indenture (Rh)
Settlement Upon Conversion. Upon conversion(a) Subject to Section 10.09, ION upon conversion of any Note, the Company may choose to pay or deliver, as the case may be, either cash Cash (“cash settlement”‘‘Cash Settlement’’), shares of its common stock Common Stock (“physical settlement”other than Cash for any fractional shares) (‘‘Physical Settlement’’) or a combination of cash Cash and shares of its common stock Common Stock (“combination settlement”‘‘Combination Settlement’’), as described below. Each of these settlement methods Cash Settlement, Physical Settlement and Combination Settlement is referred to as a “settlement method‘‘Settlement Method.” All conversions for which the relevant conversion date occurs on or after September 15, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, will ’’
(b) The same Settlement Method shall be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs on or after September 15, 2025, ION will use the same settlement method used for all conversions with occurring on the same conversion date, but ION will Conversion Date. The Company shall not have any obligation to use the same settlement method Settlement Method with respect to conversions with Conversion Dates that occur on different conversion dates. That isTrading Days, ION may choose except that the same Settlement Method shall be used for notes converted all conversions occurring on one conversion date to settle conversions or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) If the Company elects a Settlement Method in respect of a Conversion Date, the Company shall provide notice (the “Settlement Notice”) of such Settlement Method and the Specified Dollar Amount or Cash Percentage, as applicable, in respect of such Conversion Date by informing the Trustee, the converting Holders, through physical settlementthe Trustee, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects a settlement method, ION will inform holders so converting in writing through the conversion agent of the settlement method ION has elected Depositary no later than the close Close of business Business on the trading day Trading Day immediately following the related conversion date relevant Conversion Date (or or, in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) occurring on or after September 15, 2025the 24th Scheduled Trading Day immediately preceding the Maturity Date, no later than September 15, 2025the 24th Scheduled Trading Day immediately preceding the Maturity Date). If ION the Company elects Combination Settlement, but does not timely elect a settlement method, it will no longer have notify converting Holders of the right to elect cash settlement or physical settlement and ION will be deemed to have elected combination settlement in respect of ION’s conversion obligation, as described below, and the specified dollar amount (as defined below) Specified Dollar Amount per $1,000 principal amount of New Second Lien Convertible Notes will be equal to $1,000. If ION elects combination settlement, but ION does not timely notify converting holders of the specified dollar amount per $1,000 principal amount of New Second Lien Convertible Notes, such specified dollar amount Specified Dollar Amount will be deemed to be $1,000. It is ION’s current intent and policy If the Company does not timely provide Settlement Notice, it will be deemed to settle conversions through combination settlement have elected Combination Settlement in respect of the Conversion Obligation with a specified dollar Specified Dollar Amount per $1,000 principal amount of Notes equal to $1,000.
(d) Subject to Section 10.03(e), with respect to any conversion of Notes by means of a Combination Settlement (other than a Net Share Settlement), the Company may specify, rather than a Specified Dollar Amount, a percentage of the Daily Settlement Amount that will be settled in Cash (the ‘‘Cash Percentage’’) by specifying such Cash Percentage in the Settlement Notice.
(e) At any time on or prior to the 24th scheduled Trading Day prior to the Maturity Date, the Company may irrevocably elect (a “Net Share Settlement Election”) to satisfy the Conversion Obligation with respect to any Notes to be converted after the date of such election by delivering Cash up to the aggregate principal amount of Notes to be converted, and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of the Conversion Obligation ( “Net Share Settlement”). A Net Share Settlement amounts is one type of Combination Settlement. The Company may make a Net Share Settlement Election at its sole discretion without the consent of the Holders. Upon making a Net Share Settlement Election, the Company will promptly (i) use reasonable efforts to post such information on its website or otherwise publicly disclose such information and (ii) provide written notice to the Holders by mailing such notice to Holders at their address in the Register (in the case of a Certificated Note), or through the facilities of the Depositary (in the case of a Global Note).
(f) The Conversion Consideration in respect of the Conversion of any Notes will be computed by us as follows: • :
(i) if ION the Company elects physical settlementPhysical Settlement, ION it will deliver to the converting holder Holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted a number of shares of common stock Common Stock equal to the conversion rate Conversion Rate;
(plus cash in lieu of any fractional share of our common stock issuable upon conversionii) ; • if ION the Company elects cash settlementCash Settlement, ION it will pay to the converting holder Holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted cash Cash in an amount equal to the sum of the daily conversion values Daily Conversion Values for each of the 30 20 consecutive trading days Trading Days during the related observation periodapplicable Observation Period; and • and
(iii) if ION the Company elects (or is deemed to have elected) combination settlementCombination Settlement (including Net Share Settlement), ION it will pay or deliver, as the case may be, to the converting holder Holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted a “settlement amount” combination of Cash and shares of Common Stock in an amount equal to the sum of the daily settlement amounts Daily Settlement Amounts for each of the 30 20 consecutive trading days Trading Days during the relevant observation period applicable Observation Period.
(plus cash in lieu g) The Daily Settlement Amounts 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 deliverable, 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 deliverable. In calculating the Daily Settlement Amounts, the Conversion Rate on any day shall be appropriately adjusted to take into account the occurrence on or before such Trading Day of any fractional share of our common stock issuable upon conversion). The “daily settlement amount” for each of the 30 consecutive trading days during the observation period shall consist of: ● cash equal event that would require an adjustment to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note to be received upon conversion Conversion Rate as specified (or deemed specified) set forth in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.Section
Appears in 2 contracts
Sources: Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)
Settlement Upon Conversion. Upon conversion, ION we may choose to pay or deliver, as the case may be, either cash (“cash settlement”), shares of its our common stock (“physical settlement”) or a combination of cash and shares of its our common stock (“combination settlement”), as described below. Each We refer to each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September 15, 2025our issuance of a notice of redemption with respect to the notes and prior to the related redemption date, and all conversions for which the relevant conversion date occurs on or after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to 45th scheduled trading day immediately preceding the related redemption maturity date (the “cut-off date, ”) will be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s our issuance of a notice of redemption with respect but prior to the New Second Lien Convertible Notesrelated redemption date, and any conversions for which the relevant conversion date occurs on or after September 15the cut-off date, 2025, ION we will use the same settlement method for all conversions with the same conversion date, but ION we will not have any obligation to use the same settlement method with respect to conversions with different conversion dates. That is, ION we may choose for notes converted on one conversion date to settle conversions through in physical settlement, and choose for New Second Lien Convertible Notes notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects we elect a settlement method, ION we will inform holders so converting in writing through converting, the trustee and the conversion agent of the settlement method ION has elected we have selected no later than the close of business on the second trading day immediately following the related conversion date (or in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) on or after September 15, 2025the cut-off date, no later than September 15, 2025the cut-off date). If ION does we do not timely elect a settlement method, it we will no longer have the right to elect cash a settlement method with respect to any conversion on the relevant conversion date or physical settlement during the relevant period, and ION we will be deemed to have elected combination the default settlement in respect of ION’s conversion obligation, as described below, and the specified dollar amount method (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes will be equal with respect to $1,000such conversion. If ION elects we elect combination settlement, but ION does we do not timely notify converting holders of the specified dollar amount per $1,000 capitalized principal amount of New Second Lien Convertible Notesnotes, such specified dollar amount will be deemed to be $1,000. It is ION’s current intent For the avoidance of doubt, our failure to timely elect a settlement method or specify as applicable a specified dollar amount will not constitute a default under the indenture. The “default settlement method” will initially be physical settlement. By notice to holders of the notes, the trustee and policy the conversion agent (if other than the trustee), we may, from time to settle conversions through time, change the default settlement method. In addition, by notice to holders of the notes, we may, at our option, elect to irrevocably fix the settlement method to any settlement method that we are then permitted to elect, including combination settlement with a specified dollar amount per $1,000 capitalized principal amount of notes of $1,0001,000 or with an ability to continue to set the specified dollar amount per $1,000 capitalized principal amount of notes at or above a specific amount set forth in such election notice. If we change the default settlement method or we irrevocably elect to fix the settlement method, in either case, to combination settlement with an ability to continue to set the specified dollar amount per $1,000 capitalized principal amount of notes at or above a specific amount, we will, after the date of such change or election, as the case may be, inform holders converting their notes, the trustee and the conversion agent of such specified dollar amount no later than the relevant deadline for election of a settlement method as described in the immediately preceding paragraph, or, if we do not timely notify holders, such specified dollar amount will be the specific amount set forth in the election notice or, if no specific amount was set forth in the election notice, such specified dollar amount will be $1,000 per $1,000 capitalized principal amount of notes. A change in the default settlement method or an irrevocable election will apply to all note conversions on conversion dates occurring subsequent to delivery of such notice; provided that no such change or election will affect any settlement method theretofore elected (or deemed to be elected) with respect to any note. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the indenture or the notes, including pursuant to the provisions described in clause (11) of the second paragraph under the caption “—Modification and Amendment” below. However, we may nonetheless choose to execute such an amendment without the consent of holders at our option. Settlement amounts will be computed by us as follows: • ● if ION elects we elect (or are deemed to have elected) physical settlement, ION we will deliver to the converting holder in respect of each $1,000 capitalized principal amount of New Second Lien Convertible Notes notes being converted a number of shares of common stock equal to the conversion rate rate; ● if we elect (plus cash in lieu of any fractional share of our common stock issuable upon conversionor are deemed to have elected) ; • if ION elects cash settlement, ION we will pay to the converting holder in respect of each $1,000 capitalized principal amount of New Second Lien Convertible Notes notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 40 consecutive trading days during the related observation period; and • ● if ION elects we elect (or is are deemed to have elected) combination settlement, ION we will pay or deliver, as the case may be, to the converting holder in respect of each $1,000 capitalized principal amount of New Second Lien Convertible Notes notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 30 40 consecutive trading days during the relevant related observation period (plus cash in lieu of any fractional share of our common stock issuable upon conversion)period. The “daily settlement amount,” for each of the 30 40 consecutive trading days during the observation period period, shall consist of: ● cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note notes to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s our chosen settlement method (the “specified dollar amount”), if any, divided by 30 40 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
Appears in 2 contracts
Sources: Sales Agreement, Sales Agreement
Settlement Upon Conversion. Upon (a) If a Holder surrenders its Securities for conversion, ION may choose to pay or the Company shall deliver, as the case may bein respect of each $1,000 principal amount of Securities surrendered for conversion, either cash (“cash settlement”), shares of its common stock (“physical settlement”) or a combination of cash and shares of its common stock (“combination settlement”), as described below. Each of these settlement methods is referred to as a “settlement methodSettlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the relevant Observation Period for such Security.”
(i) All conversions for which the relevant conversion date occurs occurring on or after September 15November 1, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, will 2022 shall be settled using the same settlement methodforms and amounts of consideration. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs that occur on or after September 15November 1, 20252022, ION will the Company shall use the same settlement method forms and amounts of consideration for all conversions with occurring on the same conversion dateConversion Date, but ION will the Company shall not have any obligation to use the same settlement method forms and amounts of consideration with respect to conversions with that occur on different conversion datesConversion Dates. That isIf, ION may choose for notes converted on one conversion date in respect of any Conversion Date, the Company elects to settle conversions through physical settlement, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement all or combination settlement. If ION elects a settlement method, ION will inform holders so converting portion of its Conversion Obligation in writing through the conversion agent excess of the settlement method ION has elected principal portion of the Securities being converted in cash in respect of such Conversion Date, the Company shall inform converting Holders, the Trustee and the Conversion Agent (if not the Trustee) of such election (the “Settlement Notice”) no later than the close of business on the trading day first Trading Day immediately following the related conversion date Conversion Date (or or, in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) occurring on or after September 15November 1, 20252022, no later than September 15the Close of Business on the Scheduled Trading Day immediately preceding November 1, 20252022) and the Company shall indicate in such Settlement Notice the percentage of each share otherwise issuable upon conversion in excess of the principal amount of the Securities being converted that will be paid in cash (the “Cash Percentage”). If ION the Company does not timely elect a settlement methodSettlement Method prior to the deadline set forth in the immediately preceding sentence, it will the Company shall no longer have the right to elect a Cash Percentage and the Company shall settle its Conversion Obligation by paying cash settlement or physical settlement up to the principal amount of the converted Securities and ION will be deemed to have elected combination settlement delivering shares of Common Stock in respect of ION’s conversion obligationthe remainder, as described belowif any, and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes will be equal to $1,000. If ION elects combination settlement, but ION does not timely notify converting holders its Conversion Obligation in excess of the specified dollar amount per $1,000 aggregate principal amount portion of New Second Lien Convertible Notes, such specified dollar amount will be deemed to be $1,000. It is ION’s current intent and policy to settle conversions through combination settlement with a specified dollar amount of $1,000. Settlement amounts will be computed by us as follows: • if ION elects physical settlement, ION will deliver to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes Securities being converted a number of shares of common stock equal to the conversion rate (plus cash in lieu of any fractional share of our common stock issuable upon conversion) ; • if ION elects cash settlement, ION will pay to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 consecutive trading days during the related observation period; and • if ION elects (or is deemed to have elected) combination settlement, ION will pay or deliver, as the case may be, to the converting holder of each $1,000 principal amount of New Second Lien Convertible Notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 30 consecutive trading days during the relevant observation period (plus cash in lieu of any fractional share of our common stock issuable upon conversion). The “daily settlement amount” for each of the 30 consecutive trading days during the observation period shall consist of: ● cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading dayset forth herein.
Appears in 1 contract
Sources: Indenture (Rambus Inc)
Settlement Upon Conversion. Upon conversion(a) Subject to Section 10.09, ION upon conversion of any Note, the Company may choose to pay or deliver, as the case may be, either cash Cash (“cash settlementCash Settlement”), shares of its common stock Common Stock (other than Cash for any fractional shares) (“physical settlementPhysical Settlement”) or a combination of cash Cash and shares of its common stock Common Stock (“combination settlementCombination Settlement”), as described below. Each of these settlement methods Cash Settlement, Physical Settlement and Combination Settlement is referred to as a “settlement methodSettlement Method.” All conversions for which the relevant conversion date occurs on or after September 15, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, will ”
(b) The same Settlement Method shall be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs on or after September 15, 2025, ION will use the same settlement method used for all conversions with occurring on the same conversion date, but ION will Conversion Date. The Company shall not have any obligation to use the same settlement method Settlement Method with respect to conversions with Conversion Dates that occur on different conversion dates. That isTrading Days, ION may choose except that the same Settlement Method shall be used for notes converted all conversions occurring on one conversion date to settle conversions or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) If the Company elects a Settlement Method in respect of a Conversion Date, the Company shall provide notice (the “Settlement Notice”) of such Settlement Method and the Specified Dollar Amount or Cash Percentage, as applicable, in respect of such Conversion Date by informing the Trustee, the converting Holders, through physical settlementthe Trustee, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects a settlement method, ION will inform holders so converting in writing through the conversion agent of the settlement method ION has elected Depositary no later than the close Close of business Business on the trading day Trading Day immediately following the related conversion date relevant Conversion Date (or or, in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) occurring on or after September 15, 2025the 24th Scheduled Trading Day immediately preceding the Maturity Date, no later than September 15, 2025the 24th Scheduled Trading Day immediately preceding the Maturity Date). If ION does not timely elect a settlement method, it will no longer have the right to elect cash settlement or physical settlement and ION will be deemed to have elected combination settlement in respect of ION’s conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes will be equal to $1,000. If ION Company elects combination settlementCombination Settlement, but ION does not timely notify converting holders Holders of the specified dollar amount Specified Dollar Amount per $1,000 principal amount Principal Amount at Maturity of New Second Lien Convertible Notes, such specified dollar amount Specified Dollar Amount will be deemed to be $1,000. It is ION’s current intent and policy If the Company does not timely provide Settlement Notice, it will be deemed to settle conversions through combination settlement have elected Combination Settlement in respect of the Conversion Obligation with a specified dollar amount Specified Dollar Amount per $1,000 Principal Amount at Maturity of Notes equal to $1,000.
(d) Subject to Section 10.03(e), with respect to any conversion of Notes by means of a Combination Settlement (other than a Net Share Settlement), the Company may specify, rather than a Specified Dollar Amount, a percentage of the Daily Settlement Amount that will be settled in Cash (the “Cash Percentage”) by specifying such Cash Percentage in the Settlement Notice.
(e) At any time on or prior to the 24th scheduled Trading Day prior to the Maturity Date, the Company may irrevocably elect (a “Net Share Settlement Election”) to satisfy the Conversion Obligation with respect to any Notes to be converted after the date of such election by delivering Cash up to the aggregate Principal Amount at Maturity of Notes to be converted, and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of the Conversion Obligation ( “Net Share Settlement”). A Net Share Settlement amounts is one type of Combination Settlement. The Company may make a Net Share Settlement Election at its sole discretion without the consent of the Holders. Upon making a Net Share Settlement Election, the Company will promptly (i) use reasonable efforts to post such information on its website or otherwise publicly disclose such information and (ii) provide written notice to the Holders by mailing such notice to Holders at their address in the Register (in the case of a Certificated Note), or through the facilities of the Depositary (in the case of a Global Note).
(f) The Conversion Consideration in respect of the conversion of any Notes will be computed by us as follows: • :
(i) if ION the Company elects physical settlementPhysical Settlement, ION it will deliver to the converting holder Holder in respect of each $1,000 principal amount Principal Amount at Maturity of New Second Lien Convertible Notes being converted a number of shares of common stock Common Stock equal to the conversion rate Conversion Rate;
(plus cash in lieu of any fractional share of our common stock issuable upon conversionii) ; • if ION the Company elects cash settlementCash Settlement, ION it will pay to the converting holder Holder in respect of each $1,000 principal amount Principal Amount at Maturity of New Second Lien Convertible Notes being converted cash Cash in an amount equal to the sum of the daily conversion values Daily Conversion Values for each of the 30 20 consecutive trading days Trading Days during the related observation periodapplicable Observation Period; and • and
(iii) if ION the Company elects (or is deemed to have elected) combination settlementCombination Settlement (including Net Share Settlement), ION it will pay or deliver, as the case may be, to the converting holder Holder in respect of each $1,000 principal amount Principal Amount at Maturity of New Second Lien Convertible Notes being converted a “settlement amount” combination of Cash and shares of Common Stock in an amount equal to the sum of the daily settlement amounts Daily Settlement Amounts for each of the 30 20 consecutive trading days Trading Days during the relevant observation period applicable Observation Period.
(plus cash in lieu g) The Daily Settlement Amounts 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 deliverable, 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 deliverable. In calculating the Daily Settlement Amounts, the Conversion Rate on any day shall be appropriately adjusted to take into account the occurrence on or before such Trading Day of any fractional share of our common stock issuable upon conversion)event that would require an adjustment to the Conversion Rate as set forth in Section 10.07. The “daily settlement amount” for each of the 30 consecutive trading days during the observation period shall consist of: ● cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value Trustee and the daily measurement value, divided by Conversion Agent (iiif other than the Trustee) the daily VWAP shall have no responsibility for any such trading daydetermination.
Appears in 1 contract
Sources: Indenture (Micron Technology Inc)
Settlement Upon Conversion. Upon conversion, ION may choose to pay or deliver, as the case may be, either cash (“cash settlement”), shares of its common stock (“physical settlement”) or a combination of cash and shares of its common stock (“combination settlement”), as described below. Each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September 15, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, will be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs on or after September 15, 2025, ION will use the same settlement method for all conversions with the same conversion date, but ION will not have any obligation to use the same settlement method with respect to conversions with different conversion dates. That is, ION may choose for notes converted on one conversion date to settle conversions through physical settlement, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects a settlement method, ION will inform holders so converting in writing through the conversion agent of the settlement method ION has elected no later than the close of business on the trading day immediately following the related conversion date (or in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) on or after September 15, 2025, no later than September 15, 2025). If ION does not timely elect a settlement method, it will no longer have the right to elect cash settlement or physical settlement and ION will be deemed to have elected combination settlement in respect of ION’s conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes will be equal to $1,000. If ION elects combination settlement, but ION does not timely notify converting holders of the specified dollar amount per $1,000 principal amount of New Second Lien Convertible Notes, such specified dollar amount will be deemed to be $1,000. It is ION’s current intent and policy to settle conversions through combination settlement with a specified dollar amount of $1,000. Settlement amounts will be computed by us as follows: • if ION elects physical settlement, ION will deliver to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted a number of shares of common stock equal to the conversion rate (plus cash in lieu of any fractional share of our common stock issuable upon conversion) ; • if ION elects cash settlement, ION will pay to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 consecutive trading days during the related observation period; and • if ION elects (or is deemed to have elected) combination settlement, ION will pay or deliver, as the case may be, to the converting holder of each $1,000 principal amount of New Second Lien Convertible Notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 30 consecutive trading days during the relevant observation period (plus cash in lieu of any fractional share of our common stock issuable upon conversion). The “daily settlement amount” for each of the 30 consecutive trading days during the observation period shall consist of: ● • cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● • if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
Appears in 1 contract
Sources: Restructuring Support Agreement (Ion Geophysical Corp)
Settlement Upon Conversion. Upon conversion, ION may choose to we will pay or deliver, as the case may be, to converting holders in respect of each $1,000 principal amount of Notes being converted a “conversion settlement amount” in either solely cash (“cash settlement”), solely shares of its our common stock (other than cash in lieu of any fractional shares) (“physical settlement”) or a combination of cash and shares of its our common stock (“combination settlement”), ) as described below. Each We refer to each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs occurring on or after September 15December 1, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, 2016 will be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs that occur on or after September 15December 1, 20252016, ION we will use the same settlement method for all conversions with occurring on the same conversion date, but ION we will not have any obligation to use the same settlement method with respect to conversions with that occur on different conversion dates. That is, ION we may choose for notes Notes converted on one conversion date to settle conversions through in physical settlement, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects we elect a settlement method, ION we will inform holders so converting in writing through the conversion agent trustee of the settlement method ION has elected we have selected no later than the close of business on the scheduled trading day immediately following the related conversion date (or in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) occurring on or after September 15December 1, 20252016, no later than September 15the close of business on the scheduled trading day immediately preceding December 1, 20252016). If ION does we do not timely elect a settlement method, it we will no longer have the right to elect cash settlement or physical settlement and ION we will be deemed to have elected combination settlement in respect of ION’s our conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes will be equal to $1,000. If ION elects we elect combination settlement, but ION does we do not timely concurrently notify converting holders of the specified dollar amount per $1,000 principal amount of New Second Lien Convertible Notes, such specified dollar amount will be deemed to be $1,000. It is ION’s our current intent and policy to settle conversions through combination settlement with a specified dollar amount of at least $1,000. Settlement amounts The type and amount of consideration due upon conversion will be computed by us as follows: • if ION elects we elect physical settlement, ION we will deliver to the converting holder holders in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted a number of shares of our common stock equal to the conversion rate (plus and cash in lieu of any fractional share of our common stock issuable upon conversion) as described below); • if ION elects we elect cash settlement, ION we will pay to the converting holder holders in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 25 consecutive trading days during in the related observation relevant conversion period; and • if ION elects we elect (or is are deemed to have elected) combination settlement, ION we will pay or deliver, as the case may be, to the converting holder holders in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted a “conversion settlement amount” amount equal to the sum of the daily settlement amounts for each of the 30 25 consecutive trading days during in the relevant observation conversion period (plus and cash in lieu of any fractional share of our common stock issuable upon conversionas described below). The “daily settlement amount” for each of the 30 consecutive trading days during the observation period shall consist of: ● cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
Appears in 1 contract
Settlement Upon Conversion. Upon conversion, ION we may choose to pay or deliver, as the case may be, either cash (“cash settlement”), shares of its our common stock (“physical settlement”) or a combination of cash and shares of its our common stock (“combination settlement”), as described below. Each We refer to each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September March 15, 2025, 2027 and all conversions during a redemption period of notes called (or deemed called) for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, will be settled using the same settlement method. Except for any conversions of notes called (or deemed called) for redemption for which the relevant conversion date occurs after ION’s issuance of during a notice of redemption with respect to the New Second Lien Convertible Notesperiod, and any conversions for which the relevant conversion date occurs on or after September March 15, 20252027, ION we will use the same settlement method for all conversions with the same conversion date, but ION we will not have any obligation to use the same settlement method with respect to conversions with different conversion dates. That is, ION prior to March 15, 2027 and other than conversions of notes called (or deemed called) for redemption during a redemption period, we may choose for notes converted on one conversion date to settle conversions through using one settlement method (for example, physical settlement), and choose for New Second Lien Convertible Notes notes converted on another conversion date to settle conversions through use a different settlement method (for example, cash settlement or combination settlement). If ION elects we elect a settlement method, ION we will inform holders so converting in writing through the conversion agent trustee of the settlement method ION has elected we have selected no later than the close of business on the trading day immediately following the related conversion date (or in the case of any conversions of notes (x) called (or deemed called) for redemption for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to during the related redemption dateperiod, in such notice of redemption or (iiy) for which the relevant conversion date occurs on or after September March 15, 20252027, no later than September March 15, 20252027 (in each case, the “settlement method election deadline”)). If ION does we do not timely elect a settlement methodmethod as described in the preceding sentence, it we will no longer have the right to elect cash a settlement method with respect to any conversion on such conversion date or physical settlement during such period, and ION we will be deemed to have elected combination the “default settlement in respect of ION’s conversion obligation, as described below, and the specified dollar amount method” (as defined below) with respect to such conversion. If we timely elect combination settlement (or are deemed to have elected combination settlement) with respect to a conversion but do not timely notify the converting holder of the applicable “specified dollar amount” (as defined below), then the specified dollar amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of New Second Lien Convertible Notes notes. For the avoidance of doubt, our failure to timely elect a settlement method or specify the applicable specified dollar amount will not constitute a default under the indenture. The “default settlement method” will initially be equal to combination settlement with a specified dollar amount per $1,000 principal amount of notes of $1,000. If ION elects However, we may, from time to time, change the default settlement method by sending notice of the new default settlement method to the holders, the trustee and the conversion agent (if other than the trustee) prior to March 15, 2027. In addition, we may, by notice to the holders, the trustee and the conversion agent (if other than the trustee) prior to March 15, 2027, at our option, elect to irrevocably fix the settlement method to any settlement method that we are then permitted to elect, including combination settlement, but ION does not timely notify converting holders 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 New Second Lien Convertible Notesnotes at or above any specific amount set forth in such election notice. Concurrently with providing notice to all holders of an election to change the default settlement method or irrevocably fix the settlement method, we will promptly either post an announcement on our website or issue a report on Form 8-K (or any successor form) disclosing such default settlement method or irrevocably fixed settlement method. If we change the default settlement method or elect to irrevocably fix the settlement method, in either case, to combination settlement with an ability to continue to set the specified dollar amount per $1,000 principal amount of notes at or above a specified amount, we will, after the date of such change or election, as the case may be, inform holders converting their notes of such specified dollar amount no later than the relevant settlement method election deadline, or, if we do not timely notify holders, such specified dollar amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the change or election notice, such specified dollar amount will be $1,000 per $1,000 principal amount of notes. A change in the default settlement method or an irrevocable election will apply to all note conversions on conversion dates occurring subsequent to delivery of such notice; provided, however, that no such change or election will affect any settlement method theretofore elected (or deemed to be $1,000elected) with respect to any conversion. It is ION’s current intent For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the indenture or the notes, including pursuant to the provisions described in clause (10) of the second paragraph under the caption “—Modification and policy Amendment” below. However, we may nonetheless choose to settle conversions through combination settlement with a specified dollar amount of $1,000execute such an amendment at our option. Settlement amounts will be computed by us as follows: • if ION elects we elect (or are deemed to have elected) physical settlement, ION we will deliver to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes notes being converted a number of shares of common stock equal to the conversion rate (plus cash in lieu of any fractional share of our common stock issuable upon conversion) rate; • if ION elects we elect (or are deemed to have elected) cash settlement, ION we will pay to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 40 consecutive trading days during the related observation period; and • if ION elects we elect (or is are deemed to have elected) combination settlement, ION we will pay or deliver, as the case may be, to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 30 40 consecutive trading days during the relevant related observation period (plus cash in lieu period. If more than one note is surrendered for conversion at any one time by the same holder, the conversion obligation with respect to such notes shall be computed on the basis of any fractional share the aggregate principal amount of our common stock issuable upon conversion)the notes surrendered. The “daily settlement amount,” for each of the 30 40 consecutive trading days during the observation period period, shall consist of: ● • cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note notes to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s our chosen settlement method (or deemed specified as set forth above) (the “specified dollar amount”), if any, divided by 30 40 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● • if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
Appears in 1 contract
Settlement Upon Conversion. Upon conversion, ION we may choose to pay or deliver, as the case may be, either cash (“cash settlement”), shares of its our common stock (“physical settlement”) or a combination of cash and shares of its our common stock (“combination settlement”), as described below. Each We refer to each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September 15January 1, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes and prior to the related redemption date, 2020 will be settled using the same settlement method. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs on or after September 15January 1, 20252020, ION we will use the same settlement method for all conversions with the same conversion date, but ION we will not have any obligation to use the same settlement method with respect to conversions with different conversion dates. That is, ION we may choose for notes converted on one conversion date to settle conversions through in physical settlement, and choose for New Second Lien Convertible Notes notes converted on another conversion date to settle conversions through cash settlement or combination settlement. If ION elects we elect a settlement method, ION we will inform holders so converting converting, in writing writing, through the conversion agent trustee of the settlement method ION has elected we have selected no later than the close of business on the trading day immediately following the related conversion date (or in the case of any conversions for which the relevant conversion date occurs (i) after the date of issuance of a notice of redemption as described under “—Optional Redemption” and prior to the related redemption date, in such notice of redemption or (ii) on or after September 15January 1, 20252020, no later than September 15January 1, 20252020). If ION does we do not timely elect a settlement method, it we will no longer have the right to elect cash settlement or physical settlement and ION we will be deemed to have elected combination settlement in respect of ION’s our conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes notes will be equal to $1,000. If ION elects we elect combination settlement, but ION does we do not timely notify converting holders of the specified dollar amount per $1,000 principal amount of New Second Lien Convertible Notesnotes, such specified dollar amount will be deemed to be $1,000. It is ION’s current intent and policy to settle conversions through combination settlement with a specified dollar amount of $1,000. Settlement amounts will be computed by us as follows: • · if ION elects we elect physical settlement, ION we will deliver to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes notes being converted a number of shares of common stock equal to the conversion rate (plus cash in lieu of any fractional share of our common stock issuable upon conversion) and the interest make-whole payment, if applicable; • · if ION elects we elect cash settlement, ION we will pay to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes notes being converted cash in an amount equal to the sum of the daily conversion values for each of the 30 50 consecutive trading days during the related observation periodperiod and the interest make-whole payment, if applicable; and • · if ION elects we elect (or is are deemed to have elected) combination settlement, ION we will pay or deliver, as the case may be, to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes notes being converted a “settlement amount” equal to the sum of the daily settlement amounts for each of the 30 50 consecutive trading days during the relevant related observation period (plus cash in lieu of any fractional share of our common stock issuable upon conversion)and the interest make-whole payment, if applicable. The “daily settlement amount,” for each of the 30 50 consecutive trading days during the observation period period, shall consist of: ● · cash equal to the lesser of (i) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note notes to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s our chosen settlement method (the “specified dollar amount”), if any, divided by 30 50 (such quotient, the “daily measurement value”) and (ii) the daily conversion value; and ● · if the daily conversion value exceeds the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading day.
Appears in 1 contract
Settlement Upon Conversion. Upon conversionany conversion of any Note, ION may choose the Company shall deliver to pay or deliverconverting Holders, as in respect of each $1,000 principal amount of Notes being converted, at the case may beCompany’s election, either in full satisfaction of the Company’s Conversion Obligation, (1) shares of Common Stock, together with cash in lieu of fractional shares, if any (a “cash settlementPhysical Settlement”), (2) a cash payment without any delivery of shares of its common stock Common Stock (a “physical settlementCash Settlement”) or (3) a combination of cash and shares of its common stock Common Stock, together with cash in lieu of fractional shares, if any (a “combination settlementCombination Settlement” and, together with “Physical Settlement” and “Cash Settlement”, each a “Settlement Method”), in each case, as described set forth below. Each of these settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs :
(i) Conversions that occur on or after September 15, 2025, and all conversions for which the relevant conversion date occurs after ION’s issuance of 25th Scheduled Trading Day immediately preceding the Stated Maturity will be settled using the same Settlement Method. If the Company has not delivered a notice of redemption with respect to the New Second Lien Convertible Notes and election of settlement method prior to the related redemption date26th Scheduled Trading Day immediately preceding the Stated Maturity in respect of conversions occurring on or after the 25th Scheduled Trading Day prior to the Stated Maturity, the Company will be deemed to have elected Combination Settlement and the Specified Dollar Amount will be equal to $1,000.
(ii) Conversions that occur prior to the 25th Scheduled Trading Day prior to the Stated Maturity, will be settled using the same settlement methodSettlement Method for all conversions occurring on any given Conversion Date. Except for any conversions for which the relevant conversion date occurs after ION’s issuance of a notice of redemption with respect to the New Second Lien Convertible Notes, and any conversions for which the relevant conversion date occurs that occur on or after September 15the 25th Scheduled Trading Day prior to the Maturity Date, 2025however, ION will use the same settlement method for all conversions with the same conversion date, but ION Company will not have any obligation to use the same settlement method Settlement Method with respect to conversions with that occur on different conversion dates. That is, ION may choose for notes converted on one conversion date to settle conversions through physical settlement, and choose for New Second Lien Convertible Notes converted on another conversion date to settle conversions through cash settlement or combination settlementConversion Dates. If ION the Company elects a settlement methodSettlement Method, ION the Company will inform holders Holders so converting in writing through the conversion agent Trustee of the settlement method ION such Settlement Method that has elected been selected no later than the close of business on the trading day second Trading Day immediately following the related conversion date Conversion Date (or or, in the case of any conversions for which the relevant conversion date occurs (i) occurring on or after the date of issuance of a notice of redemption as described under “—Optional Redemption” and 25th Scheduled Trading Day prior to the related redemption date, in such notice of redemption or (ii) on or after September 15, 2025Stated Maturity, no later than September 15, 2025the 26th Scheduled Trading Day prior to the Stated Maturity). If ION the Company does not timely elect a settlement methodSettlement Method in respect of a particular Conversion Date, it will no longer have the right to elect cash settlement or physical settlement and ION Company will be deemed to have elected combination settlement Combination Settlement in respect of IONthe Company’s conversion obligation, as described below, Conversion Obligation and the specified dollar amount (as defined below) per $1,000 principal amount of New Second Lien Convertible Notes Specified Dollar Amount will be equal to $1,000. If ION elects combination settlementthe Company has timely elected Combination Settlement in respect of any conversion, but ION does not timely fails to notify the converting holders Holders of the specified dollar amount per $1,000 principal amount of New Second Lien Convertible NotesSpecified Dollar Amount, such specified dollar amount the Company will be deemed to have elected that the Specified Dollar Amount be $1,000. It is ION’s current intent .
(iii) The type and policy to settle conversions through combination settlement with a specified dollar amount of $1,000. Settlement amounts consideration due upon conversion will be computed by us as follows: • if ION elects physical settlement:
(A) If the Company has elected a Physical Settlement with respect to any Notes tendered for conversion, ION will the Company shall deliver to the converting holder Holder a number of shares of Common Stock equal to the product of (1) the aggregate principal amount of Notes to be converted, divided by $1,000, and (2) the applicable Conversion Rate, together with cash in lieu of fractional shares.
(B) If the Company has elected a Cash Settlement with respect of to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount of New Second Lien Convertible Notes being converted a number of shares of common stock equal to the conversion rate (plus cash in lieu of any fractional share of our common stock issuable upon conversion) ; • if ION elects cash settlementconverted, ION will pay to the converting holder in respect of each $1,000 principal amount of New Second Lien Convertible Notes being converted cash in an amount equal to the sum of the daily conversion values Daily Conversion Values for each of the 30 twenty (20) consecutive trading days Trading Days during the related observation period; and • if ION elects relevant Cash Settlement Averaging Period.
(C) If the Company has elected or is deemed to have elected) combination settlementelected a Combination Settlement with respect to any Notes tendered for conversion, ION will the Company shall pay or deliver, as the case may be, to the converting holder of Holder for each $1,000 principal amount of New Second Lien Convertible Notes being converted a “settlement amount” equal to converted, the sum of the daily settlement amounts Daily Settlement Amounts for each of the 30 twenty (20) consecutive trading days Trading Days during the relevant observation period Cash Settlement Averaging Period. Except for conversions upon a Fundamental Change as provided in Section 6.04, (plus 1) in the case of a Physical Settlement, the Company shall deliver the consideration due in respect of conversion no later than the third Business Day immediately following the relevant Conversion Date and (2) in the case of any other Settlement Method, the Company shall deliver the consideration due in respect of the conversion no later than the third Business Day immediately following the last Trading Day of the relevant Cash Settlement Averaging Period (each, the “Settlement Date”).
(iv) Solely for purposes of determining the payments and deliveries due upon conversion under this Section 6.02(c), and notwithstanding the definition of “Trading Day” contained in Section 1.01, “Trading Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. If the Common Stock (or other security for which a Daily VWAP must be determined) is not so listed or admitted for trading, “Trading Day” means a “Business Day.”
(v) 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 of Common Stock 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 hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in cash in lieu of any fractional share shares of our common stock issuable upon conversion). The “daily settlement amount” for each Common Stock based on:
(1) if Physical Settlement applies, on the Daily VWAP of the 30 consecutive trading days during Common Stock on the observation period shall consist of: ● cash equal to the lesser of relevant Conversion Date, and
(i2) the maximum cash amount per $1,000 principal amount of New Second Lien Convertible Note to be received upon conversion as specified (or deemed specified) in the notice specifying ION’s chosen settlement method (the “specified dollar amount”), divided by 30 (such quotientif Combination Settlement applies, the “daily measurement value”) and (ii) Daily VWAP of the daily conversion value; and ● if Common Stock on the daily conversion value exceeds last Trading Day of the daily measurement value, a number of shares equal to (i) the difference between the daily conversion value and the daily measurement value, divided by (ii) the daily VWAP for such trading dayrelevant Cash Settlement Averaging Period.
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Sources: Second Supplemental Indenture (Annaly Capital Management Inc)