Settlement Upon Conversion. (a) Subject to Section 10.09, upon conversion of any Note, the Company may choose to pay or deliver, as the case may be, either Cash (‘‘Cash Settlement’’), shares of Common Stock (other than Cash for any fractional shares) (‘‘Physical Settlement’’) or a combination of Cash and shares of Common Stock (‘‘Combination Settlement’’). Each of Cash Settlement, Physical Settlement and Combination Settlement is a ‘‘Settlement Method.’’ (b) The same Settlement Method shall be used for all conversions occurring on the same Conversion Date. The Company shall not have any obligation to use the same Settlement Method with respect to conversions with Conversion Dates that occur on different Trading Days, except that the same Settlement Method shall be used for all conversions occurring on 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 the Trustee, and the Depositary no later than the Close of Business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions occurring on or after the 24th Scheduled Trading Day immediately preceding the Maturity Date, no later than the 24th Scheduled Trading Day immediately preceding the Maturity Date). If the Company elects Combination Settlement, but does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, such Specified Dollar Amount will be deemed to be $1,000. If the Company does not timely provide Settlement Notice, it will be deemed to have elected Combination Settlement in respect of the Conversion Obligation with a 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 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 as follows: (i) if the Company elects Physical Settlement, it will 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; (ii) if the Company elects Cash Settlement, it will 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 20 consecutive Trading Days during the applicable Observation Period; and (iii) if the Company elects (or is deemed to have elected) Combination Settlement (including Net Share Settlement), it will 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 combination of Cash and shares of Common Stock in an amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the applicable Observation Period. (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 event that would require an adjustment to the Conversion Rate as set forth in Section
Appears in 2 contracts
Sources: Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)
Settlement Upon Conversion. (a) Subject to Section 10.09Upon conversion, upon conversion of any Note, the Company we may choose to pay or deliver, as the case may be, either Cash cash (‘‘Cash Settlement’’“cash settlement”), shares of Common Stock our common stock (other than Cash for any fractional shares) (‘‘Physical Settlement’’“physical settlement”) or a combination of Cash cash and shares of Common Stock our common stock (‘‘Combination Settlement’’“combination settlement”), as described below. Each We refer to each of Cash Settlementthese settlement methods as a “settlement method.” All conversions for which the relevant conversion date occurs after our issuance of a notice of redemption with respect to the notes and prior to the related redemption date, Physical Settlement and Combination Settlement is all conversions for which the relevant conversion date occurs on or after the 45th scheduled trading day immediately preceding the 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 our issuance of a ‘‘Settlement Method.’’
(b) The notice of redemption but prior to the related redemption date, and any conversions for which the relevant conversion date occurs on or after the cut-off date, we will use the same Settlement Method shall be used settlement method for all conversions occurring on with the same Conversion Date. The Company shall conversion date, but we will not have any obligation to use the same Settlement Method settlement method with respect to conversions with Conversion Dates that occur different conversion dates. That is, we may choose for notes converted on different Trading Daysone conversion date to settle conversions in physical settlement, except that the same Settlement Method shall be used and choose for all conversions occurring notes converted on another conversion date cash settlement or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) combination settlement. If the Company elects we elect a Settlement Method in respect of a Conversion Datesettlement method, we will inform holders so converting, the Company shall provide notice (the “Settlement Notice”) of such Settlement Method trustee and the Specified Dollar Amount or Cash Percentage, as applicable, in respect conversion agent of such Conversion Date by informing the Trustee, the converting Holders, through the Trustee, and the Depositary settlement method we have selected no later than the Close close of Business business on the Trading Day second trading day immediately following the relevant Conversion Date related conversion date (or, or in the case of any conversions occurring 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 the 24th Scheduled Trading Day immediately preceding the Maturity Datecut-off date, no later than the 24th Scheduled Trading Day immediately preceding the Maturity Datecut-off date). If we do not timely elect a settlement method, we will no longer have the Company elects Combination Settlementright to elect a settlement method with respect to any conversion on the relevant conversion date or during the relevant period, and we will be deemed to have elected the default settlement method (as defined below) with respect to such conversion. If we elect combination settlement, but does we do not timely notify converting Holders holders of the Specified Dollar Amount specified dollar amount per $1,000 capitalized principal amount of Notesnotes, such Specified Dollar Amount specified dollar amount will be deemed to be $1,000. If For the Company does avoidance of doubt, our failure to timely elect a settlement method or specify as applicable a specified dollar amount will not timely provide Settlement Notice, it constitute a default under the indenture. The “default settlement method” will initially be deemed physical settlement. By notice to have elected Combination Settlement in respect holders of the Conversion Obligation notes, the trustee and the conversion agent (if other than the trustee), we may, from time to 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 specified dollar amount per $1,000 capitalized principal amount of Notes equal notes of $1,000 or with an ability to continue to set the specified dollar amount per $1,000.
(d) Subject to Section 10.03(e), with respect to any conversion 1,000 capitalized principal amount of Notes by means of notes at or above a Combination Settlement (other than a Net Share Settlement), specific amount set forth in such election notice. If we change 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 default settlement method or prior to the 24th scheduled Trading Day prior to the Maturity Date, the Company may 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 “Net Share Settlement Election”) to satisfy the Conversion Obligation with respect to any Notes to be converted 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 by delivering Cash up to of a settlement method as described in the aggregate 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 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 convertedelected) with respect to any note. For the avoidance of doubt, and shares of Common Stocksuch an irrevocable election, Cash if made, will be effective without the need to amend the indenture or a combination thereof the notes, including pursuant to the provisions described in respect clause (11) of the remaindersecond paragraph under the caption “—Modification and Amendment” below. However, if any, of the Conversion Obligation ( “Net Share Settlement”). A Net Share Settlement is one type of Combination Settlement. The Company we may make a Net Share Settlement Election at its sole discretion nonetheless choose to execute such an amendment without the consent of the Holdersholders at our option. 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 amounts will be computed as follows:
: ● if we elect (ior are deemed to have elected) if the Company elects Physical Settlementphysical settlement, it we will deliver to the converting Holder holder in respect of each $1,000 capitalized principal amount of Notes notes being converted a number of shares of Common Stock common stock equal to the Conversion Rate;
conversion rate; ● if we elect (iior are deemed to have elected) if the Company elects Cash Settlementcash settlement, it we will pay to the converting Holder holder in respect of each $1,000 capitalized principal amount of Notes notes being converted Cash cash in an amount equal to the sum of the Daily Conversion Values daily conversion values for each of the 20 40 consecutive Trading Days trading days during the applicable Observation Periodrelated observation period; and
(iii) and ● if the Company elects we elect (or is are deemed to have elected) Combination Settlement (including Net Share Settlement)combination settlement, it we will pay or deliver, as the case may be, to the converting Holder holder in respect of each $1,000 capitalized principal amount of Notes notes being converted a combination of Cash and shares of Common Stock in an amount “settlement amount” equal to the sum of the Daily Settlement Amounts daily settlement amounts for each of the 20 40 consecutive Trading Days trading days during the applicable Observation Period.
related observation period. The “daily settlement amount,” for each of the 40 consecutive trading days during the observation period, shall consist of: ● cash equal to the lesser of (gi) The Daily Settlement Amounts the maximum cash amount per $1,000 principal amount of notes to be received upon conversion as specified in the notice specifying our chosen settlement method (the “specified dollar amount”), if any, divided by 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 Conversion Values daily measurement value, divided by (if applicableii) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after daily VWAP for 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 event that would require an adjustment to the Conversion Rate as set forth in Sectiontrading day.
Appears in 2 contracts
Sources: Sales Agreement, Sales Agreement
Settlement Upon Conversion. (a) Subject to Section 10.09Upon conversion, upon conversion of any Note, the Company ION may choose to pay or deliver, as the case may be, either Cash cash (‘‘Cash Settlement’’“cash settlement”), shares of Common Stock its common stock (other than Cash for any fractional shares) (‘‘Physical Settlement’’“physical settlement”) or a combination of Cash cash and shares of Common Stock its common stock (‘‘Combination Settlement’’“combination settlement”), as described below. Each of Cash Settlementthese settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September 15, Physical Settlement 2025, and Combination Settlement is all conversions for which the relevant conversion date occurs after ION’s issuance of a ‘‘Settlement Method.’’
(b) The 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 shall be used 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 occurring on with the same Conversion Date. The Company shall conversion date, but ION will not have any obligation to use the same Settlement Method settlement method with respect to conversions with Conversion Dates that occur different conversion dates. That is, ION may choose for notes converted on different Trading Daysone conversion date to settle conversions through physical settlement, except that the same Settlement Method shall be used and choose for all New Second Lien Convertible Notes converted on another conversion date to settle conversions occurring on through cash settlement or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) combination settlement. If the Company ION elects a Settlement Method settlement method, ION will inform holders so converting 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, writing through the Trustee, and conversion agent of the Depositary settlement method ION has elected no later than the Close close of Business business on the Trading Day trading day immediately following the relevant Conversion Date related conversion date (or, or in the case of any conversions occurring 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 the 24th Scheduled Trading Day immediately preceding the Maturity DateSeptember 15, 2025, no later than the 24th Scheduled Trading Day immediately preceding the Maturity DateSeptember 15, 2025). If the Company elects Combination Settlement, but ION does not timely notify converting Holders 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 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 specified dollar amount will be deemed to be $1,000. If the Company does not timely provide Settlement Notice, it will be deemed It is ION’s current intent and policy to have elected Combination Settlement in respect of the Conversion Obligation settle conversions through combination settlement with a Specified Dollar Amount per $1,000 principal specified dollar 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 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 amounts will be computed by us as follows:
(i) : • if the Company ION elects Physical Settlementphysical settlement, it ION 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 (iiplus cash in lieu of any fractional share of our common stock issuable upon conversion) ; • if the Company ION elects Cash Settlementcash settlement, it ION 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 20 30 consecutive Trading Days trading days during the applicable Observation Periodrelated observation period; and
(iii) and • if the Company ION elects (or is deemed to have elected) Combination Settlement (including Net Share Settlement)combination settlement, it ION will pay or deliver, as the case may be, to the converting Holder in respect holder of each $1,000 principal amount of New Second Lien Convertible Notes being converted a combination of Cash and shares of Common Stock in an amount “settlement amount” equal to the sum of the Daily Settlement Amounts daily settlement amounts for each of the 20 30 consecutive Trading Days trading days during the applicable Observation Period.
relevant observation period (gplus 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 Daily Settlement Amounts 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 Conversion Values daily measurement value, divided by (if applicableii) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after daily VWAP for 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 event that would require an adjustment to the Conversion Rate as set forth in Sectiontrading day.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)
Settlement Upon Conversion. (a) Subject to Section 10.09Upon conversion, upon conversion of any Note, the Company we may choose to pay or deliver, as the case may be, either Cash cash (‘‘Cash Settlement’’“cash settlement”), shares of Common Stock our common stock (other than Cash for any fractional shares) (‘‘Physical Settlement’’“physical settlement”) or a combination of Cash cash and shares of Common Stock our common stock (‘‘Combination Settlement’’“combination settlement”), as described below. Each We refer to each of Cash Settlementthese settlement methods as a “settlement method.” All conversions for which the relevant conversion date occurs on or after January 1, Physical Settlement and Combination Settlement is a ‘‘Settlement Method.’’
(b) The 2020 will be settled using the same Settlement Method shall be used settlement method. Except for any conversions for which the relevant conversion date occurs on or after January 1, 2020, we will use the same settlement method for all conversions occurring on with the same Conversion Date. The Company shall conversion date, but we will not have any obligation to use the same Settlement Method settlement method with respect to conversions with Conversion Dates that occur different conversion dates. That is, we may choose for notes converted on different Trading Daysone conversion date to settle conversions in physical settlement, except that the same Settlement Method shall be used and choose for all conversions occurring notes converted on another conversion date cash settlement or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) combination settlement. If the Company elects we elect a Settlement Method in respect of a Conversion Datesettlement method, the Company shall provide notice (the “Settlement Notice”) of such Settlement Method and the Specified Dollar Amount or Cash Percentage, as applicablewe will inform holders so converting, in respect of such Conversion Date by informing the Trustee, the converting Holderswriting, through the Trustee, and trustee of the Depositary settlement method we have selected no later than the Close close of Business business on the Trading Day trading day immediately following the relevant Conversion Date related conversion date (or, or in the case of any conversions occurring for which the relevant conversion date occurs on or after the 24th Scheduled Trading Day immediately preceding the Maturity DateJanuary 1, 2020, no later than the 24th Scheduled Trading Day immediately preceding the Maturity DateJanuary 1, 2020). If the Company elects Combination Settlement, but does we do not timely notify converting Holders elect a settlement method, we will no longer have the right to elect cash settlement or physical settlement and we will be deemed to have elected combination settlement in respect of our conversion obligation, as described below, and the Specified Dollar Amount specified dollar amount (as defined below) per $1,000 principal amount of Notesnotes will be equal to $1,000. If we elect combination settlement, but we do not timely notify converting holders of the specified dollar amount per $1,000 principal amount of notes, such Specified Dollar Amount specified dollar amount will be deemed to be $1,000. If the Company does not timely provide Settlement Notice, it will be deemed to have elected Combination Settlement in respect of the Conversion Obligation with a 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 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 amounts will be computed as follows:
(i) : · if the Company elects Physical Settlementwe elect physical settlement, it we will deliver to the converting Holder holder in respect of each $1,000 principal amount of Notes notes being converted a number of shares of Common Stock common stock equal to the Conversion Rate;
(ii) conversion rate and the interest make-whole payment, if the Company elects Cash Settlementapplicable; · if we elect cash settlement, it we will pay to the converting Holder holder in respect of each $1,000 principal amount of Notes notes being converted Cash cash in an amount equal to the sum of the Daily Conversion Values daily conversion values for each of the 20 50 consecutive Trading Days trading days during the applicable Observation Periodrelated observation period and the interest make-whole payment, if applicable; and
(iii) and · if the Company elects we elect (or is are deemed to have elected) Combination Settlement (including Net Share Settlement)combination settlement, it we will pay or deliver, as the case may be, to the converting Holder holder in respect of each $1,000 principal amount of Notes notes being converted a combination of Cash and shares of Common Stock in an amount “settlement amount” equal to the sum of the Daily Settlement Amounts daily settlement amounts for each of the 20 50 consecutive Trading Days trading days during the applicable Observation Period.
(g) The Daily Settlement Amounts related observation period and the Daily Conversion Values (interest make-whole payment, if applicable) shall be determined by the Company promptly following the last day . The “daily settlement amount,” for each of the Observation Period. Promptly after 50 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 notes to be received upon conversion as specified in the notice specifying our chosen settlement method (the “specified dollar amount”), if any, divided by 50 (such determination 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 Daily Settlement Amounts or difference between the Daily Conversion Values, as the case may be, daily conversion value and the amount of Cash deliverabledaily measurement value, divided by (ii) 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 daily VWAP for such Trading Day of any event that would require an adjustment to the Conversion Rate as set forth in Sectiontrading day.
Appears in 1 contract
Settlement Upon Conversion. (a) Subject to Section 10.09Upon conversion, upon conversion of any Note, the Company we may choose to pay or deliver, as the case may be, either Cash cash (‘‘Cash Settlement’’“cash settlement”), shares of Common Stock our common stock (other than Cash for any fractional shares) (‘‘Physical Settlement’’“physical settlement”) or a combination of Cash cash and shares of Common Stock our common stock (‘‘Combination Settlement’’“combination settlement”), as described below. Each We refer to each of Cash Settlementthese settlement methods as a “settlement method.” All conversions for which the relevant conversion date occurs on or after March 15, Physical Settlement 2027 and Combination Settlement is all conversions during a ‘‘Settlement Method.’’
redemption period of notes called (bor deemed called) The for redemption will be settled using the same Settlement Method shall be used settlement method. Except for any conversions of notes called (or deemed called) for redemption for which the relevant conversion date occurs during a redemption period, and any conversions for which the relevant conversion date occurs on or after March 15, 2027, we will use the same settlement method for all conversions occurring on with the same Conversion Date. The Company shall conversion date, but we will not have any obligation to use the same Settlement Method settlement method with respect to conversions with Conversion Dates that occur different conversion dates. That is, 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 using one settlement method (for example, physical settlement), and choose for notes converted on another conversion date to use a different Trading Dayssettlement method (for example, except that the same Settlement Method shall be used for all conversions occurring on cash settlement or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) combination settlement). If the Company elects we elect a Settlement Method in respect of a Conversion Datesettlement method, 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 we will inform holders so converting Holders, through the Trustee, and trustee of the Depositary settlement method we have selected no later than the Close close of Business business on the Trading Day trading day immediately following the relevant Conversion Date related conversion date (or, or in the case of any conversions occurring of notes (x) called (or deemed called) for redemption for which the relevant conversion date occurs during the related redemption period, in such notice of redemption or (y) for which the relevant conversion date occurs on or after the 24th Scheduled Trading Day immediately preceding the Maturity DateMarch 15, 2027, no later than March 15, 2027 (in each case, the 24th Scheduled Trading Day immediately preceding the Maturity Date“settlement method election deadline”)). If we do not timely elect a settlement method as described in the Company elects Combination Settlementpreceding sentence, we will no longer have the right to elect a settlement method with respect to any conversion on such conversion date or during such period, and we will be deemed to have elected the “default settlement 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 does do not timely notify the converting Holders holder of the Specified Dollar Amount 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 Notesnotes. For the avoidance of doubt, such Specified Dollar Amount 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 deemed to be $1,000. If the Company does not timely provide Settlement Notice, it will be deemed to have elected Combination Settlement in respect of the Conversion Obligation combination settlement with a Specified Dollar Amount specified dollar amount per $1,000 principal amount of Notes equal to notes of $1,000.
. 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 (dif other than the trustee) Subject prior to Section 10.03(e)March 15, with respect 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 conversion settlement method that we are then permitted to elect, including combination settlement with a specified dollar amount per $1,000 principal amount of Notes by means 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 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 Combination Settlement report on Form 8-K (other than 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 Net Share Settlement)specified amount, the Company may specifywe will, 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 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 by delivering Cash up to deadline, or, if we do not timely notify holders, such specified dollar amount will be the aggregate 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 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 convertedelected) with respect to any conversion. For the avoidance of doubt, and shares of Common Stocksuch an irrevocable election, Cash if made, will be effective without the need to amend the indenture or a combination thereof the notes, including pursuant to the provisions described in respect clause (10) of the remaindersecond paragraph under the caption “—Modification and Amendment” below. However, if any, of the Conversion Obligation ( “Net Share Settlement”)we may nonetheless choose to execute such an amendment at our option. A Net Share Settlement 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 amounts will be computed as follows:
: • if we elect (ior are deemed to have elected) if the Company elects Physical Settlementphysical settlement, it we will deliver to the converting Holder holder in respect of each $1,000 principal amount of Notes notes being converted a number of shares of Common Stock common stock equal to the Conversion Rate;
conversion rate; • if we elect (iior are deemed to have elected) if the Company elects Cash Settlementcash settlement, it we will pay to the converting Holder holder in respect of each $1,000 principal amount of Notes notes being converted Cash cash in an amount equal to the sum of the Daily Conversion Values daily conversion values for each of the 20 40 consecutive Trading Days trading days during the applicable Observation Periodrelated observation period; and
(iii) and • if the Company elects we elect (or is are deemed to have elected) Combination Settlement (including Net Share Settlement)combination settlement, it we will pay or deliver, as the case may be, to the converting Holder holder in respect of each $1,000 principal amount of Notes notes being converted a combination of Cash and shares of Common Stock in an amount “settlement amount” equal to the sum of the Daily Settlement Amounts daily settlement amounts for each of the 20 40 consecutive Trading Days trading days during the applicable Observation Period.
(g) The Daily Settlement Amounts and related observation period. If more than one note is surrendered for conversion at any one time by the Daily Conversion Values (if applicable) same holder, the conversion obligation with respect to such notes shall be determined by computed on the Company promptly following the last day basis of the Observation Period. Promptly after such determination aggregate principal amount of the Daily Settlement Amounts or notes surrendered. The “daily settlement amount,” for each of the Daily Conversion Values40 consecutive trading days during the observation period, as shall consist of: • cash equal to the case may be, and lesser of (i) the maximum cash amount per $1,000 principal amount of Cash deliverable, notes to be received upon conversion as specified in the Company shall notify the Trustee and the Conversion Agent notice specifying our chosen settlement method (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 event that would require an adjustment to the Conversion Rate deemed specified as set forth in Sectionabove) (the “specified dollar amount”), if any, divided by 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.
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Settlement Upon Conversion. (a) Subject to Section 10.09Upon conversion, upon conversion of any Note, the Company ION may choose to pay or deliver, as the case may be, either Cash cash (‘‘Cash Settlement’’“cash settlement”), shares of Common Stock its common stock (other than Cash for any fractional shares) (‘‘Physical Settlement’’“physical settlement”) or a combination of Cash cash and shares of Common Stock its common stock (‘‘Combination Settlement’’“combination settlement”), as described below. Each of Cash Settlementthese settlement methods is referred to as a “settlement method.” All conversions for which the relevant conversion date occurs on or after September 15, Physical Settlement 2025, and Combination Settlement is all conversions for which the relevant conversion date occurs after ION’s issuance of a ‘‘Settlement Method.’’
(b) The 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 shall be used 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 occurring on with the same Conversion Date. The Company shall conversion date, but ION will not have any obligation to use the same Settlement Method settlement method with respect to conversions with Conversion Dates that occur different conversion dates. That is, ION may choose for notes converted on different Trading Daysone conversion date to settle conversions through physical settlement, except that the same Settlement Method shall be used and choose for all New Second Lien Convertible Notes converted on another conversion date to settle conversions occurring on through cash settlement or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) combination settlement. If the Company ION elects a Settlement Method settlement method, ION will inform holders so converting 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, writing through the Trustee, and conversion agent of the Depositary settlement method ION has elected no later than the Close close of Business business on the Trading Day trading day immediately following the relevant Conversion Date related conversion date (or, or in the case of any conversions occurring 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 the 24th Scheduled Trading Day immediately preceding the Maturity DateSeptember 15, 2025, no later than the 24th Scheduled Trading Day immediately preceding the Maturity DateSeptember 15, 2025). If the Company elects Combination Settlement, but ION does not timely notify converting Holders 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 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 specified dollar amount will be deemed to be $1,000. If the Company does not timely provide Settlement Notice, it will be deemed It is ION’s current intent and policy to have elected Combination Settlement in respect of the Conversion Obligation settle conversions through combination settlement with a Specified Dollar Amount per $1,000 principal specified dollar 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 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 amounts will be computed by us as follows:
(i) : • if the Company ION elects Physical Settlementphysical settlement, it ION 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 (iiplus cash in lieu of any fractional share of our common stock issuable upon conversion) ; • if the Company ION elects Cash Settlementcash settlement, it ION 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 20 30 consecutive Trading Days trading days during the applicable Observation Periodrelated observation period; and
(iii) and • if the Company ION elects (or is deemed to have elected) Combination Settlement (including Net Share Settlement)combination settlement, it ION will pay or deliver, as the case may be, to the converting Holder in respect holder of each $1,000 principal amount of New Second Lien Convertible Notes being converted a combination of Cash and shares of Common Stock in an amount “settlement amount” equal to the sum of the Daily Settlement Amounts daily settlement amounts for each of the 20 30 consecutive Trading Days trading days during the applicable Observation Period.
relevant observation period (gplus 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 Daily Settlement Amounts 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 Conversion Values daily measurement value, divided by (if applicableii) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after daily VWAP for 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 event that would require an adjustment to the Conversion Rate as set forth in Sectiontrading day.
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Sources: Restructuring Support Agreement (Ion Geophysical Corp)
Settlement Upon Conversion. (a) Subject to Section 10.09Upon conversion, upon conversion of any Note, the Company 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 Cash solely cash (‘‘Cash Settlement’’“cash settlement”), solely shares of Common Stock our common stock (other than Cash for cash in lieu of any fractional shares) (‘‘Physical Settlement’’“physical settlement”) or a combination of Cash cash and shares of Common Stock our common stock (‘‘Combination Settlement’’)“combination settlement”) as described below. Each We refer to each of Cash Settlementthese settlement methods as a “settlement method.” All conversions occurring on or after December 1, Physical Settlement and Combination Settlement is a ‘‘Settlement Method.’’
(b) The 2016 will be settled using the same Settlement Method shall be used settlement method. Except for any conversions that occur on or after December 1, 2016, we will use the same settlement method for all conversions occurring on the same Conversion Date. The Company shall conversion date, but we will not have any obligation to use the same Settlement Method settlement method with respect to conversions with Conversion Dates that occur on different Trading Daysconversion dates. That is, except that the same Settlement Method shall be used we may choose for all Notes converted on one conversion date to settle conversions occurring in physical settlement, and choose for Notes converted on another conversion date cash settlement or after the 24th Scheduled Trading Day immediately preceding the Maturity Date.
(c) combination settlement. If the Company elects we elect a Settlement Method in respect of a Conversion Datesettlement method, 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 we will inform holders so converting Holders, through the Trustee, and trustee of the Depositary settlement method we have selected no later than the Close close of Business business on the Trading Day scheduled trading day immediately following the relevant Conversion Date related conversion date (or, or in the case of any conversions occurring on or after the 24th Scheduled Trading Day immediately preceding the Maturity DateDecember 1, 2016, no later than the 24th Scheduled Trading Day close of business on the scheduled trading day immediately preceding the Maturity DateDecember 1, 2016). If we do not timely elect a settlement method, we will no longer have the Company elects Combination Settlementright to elect cash settlement or physical settlement and we will be deemed to have elected combination settlement in respect of our conversion obligation, as described below, and the specified dollar amount (as defined below) per $1,000 principal amount of Notes will be equal to $1,000. If we elect combination settlement, but does we do not timely concurrently notify converting Holders holders of the Specified Dollar Amount specified dollar amount per $1,000 principal amount of Notes, such Specified Dollar Amount specified dollar amount will be deemed to be $1,000. If the Company does not timely provide Settlement Notice, it will be deemed It is our current intent and policy to have elected Combination Settlement in respect of the Conversion Obligation settle conversions through combination settlement with a Specified Dollar Amount per $1,000 principal specified dollar amount of Notes equal to at least $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 . The type and 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 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 consideration due upon conversion will be computed as follows:
(i) : • if the Company elects Physical Settlementwe elect physical settlement, it we will deliver to the converting Holder holders in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock our common stock equal to the Conversion Rate;
conversion rate (ii) and cash in lieu of any fractional share as described below); • if the Company elects Cash Settlementwe elect cash settlement, it we will pay to the converting Holder holders in respect of each $1,000 principal amount of Notes being converted Cash cash in an amount equal to the sum of the Daily Conversion Values daily conversion values for each of the 20 25 consecutive Trading Days during trading days in the applicable Observation Periodrelevant conversion period; and
(iii) and • if the Company elects we elect (or is are deemed to have elected) Combination Settlement (including Net Share Settlement)combination settlement, it we will pay or deliver, as the case may be, to the converting Holder holders in respect of each $1,000 principal amount of Notes being converted a combination of Cash and shares of Common Stock in an conversion settlement amount equal to the sum of the Daily Settlement Amounts daily settlement amounts for each of the 20 25 consecutive Trading Days during trading days in the applicable Observation Period.
relevant conversion period (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 cash in lieu of any event that would require an adjustment to the Conversion Rate fractional share as set forth in Sectiondescribed below).
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