SOFR Conversion Sample Clauses

SOFR Conversion. As of the First Amendment Effective Date, all outstanding LIBOR Loans (as defined in the Existing Credit Agreement immediately prior to the effectiveness of this Agreement) are hereby converted to Term SOFR Loans with an initial Interest Period of one (1) month (the “SOFR Conversion”). Notwithstanding anything to the contrary set forth in the Existing Credit Agreement (including, without limitation, Section 4.4 thereof as in effect immediately prior to the effectiveness of this Agreement), no amounts shall be owed by the Borrower in respect of any LIBOR breakage costs associated with the SOFR Conversion.
Sample 1
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SOFR Conversion. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (a) all Revolving Loans outstanding as of the Amendment Effective Date that are dollar-denominated Eurodollar Revolving Loans (as defined in the Credit Agreement, the “Existing Eurodollar Loans”) shall continue to accrue interest based on the Adjusted LIBO Rate (as defined in the Credit Agreement) plus the Applicable Margin (as defined in the Credit Agreement) and their applicable existing Interest Periods (as defined in the Credit Agreement) until the last day of the Interest Period applicable to each such Existing Eurodollar Loan (provided, that in no event shall an Existing Eurodollar Loan be permitted to be continued as a Eurodollar Revolving Loan after the termination or expiration of its applicable Interest Period in existence as of the Amendment Effective Date), and, thereafter, all Existing Eurodollar Loans shall either be Term SOFR Loans or ABR Loans as determined in accordance with the Amended Credit Agreement, and (b) subject to any express limitations set forth in the immediately preceding clause (a), the terms of the Credit Agreement in respect of the administration of Eurodollar Revolving Loans (solely with respect to the Existing Eurodollar Loans) shall remain in effect from and after the Amendment Effective Date until the last day of the Interest Period applicable to each such Existing Eurodollar Loan as of the Amendment Effective Date, in each case, solely for purposes of administering the Existing Eurodollar Loans (including, without limitation, with respect to the payment of interest accrued thereon, determination of breakage fees and other subject matter set forth in Section 2.16 of the Credit Agreement).
Sample 1
SOFR Conversion. Upon the effectiveness of this Amendment on the date hereof, all outstanding LIBOR Rate Loans (as defined in the Credit Agreement immediately prior to giving effect to this Amendment) are hereby converted to SOFR Loans with an Interest Period of 1 month (the "SOFR Conversion"). Notwithstanding anything to the contrary set forth in the Credit Agreement as in effect immediately prior to giving effect to this Amendment, no amounts shall be owed by Borrowers in respect of any Funding Losses (as defined in the Credit Agreement immediately prior to giving effect to this Amendment) associated with the SOFR Conversion. DOCPROPERTY DMNumber 14080564 DOCPROPERTY DMVersionNumber v4 DOCPROPERTY DocNumberSuffix 5/26/2023 12:58 PM 1989.539
Sample 1
SOFR Conversion. Subject to the terms and conditions set forth herein, and notwithstanding anything to the contrary contained in the Credit Agreement or in Section 2 hereof (including for the avoidance of doubt, the definition of “Interest Period” set forth therein), each Loan outstanding immediately prior to the Fourth Amendment Effective Date shall be permitted to continue to accrue interest at a rate per annum equal to the sum of (a) the Eurodollar Rate determined for such day plus (b) the Applicable Margin for Eurodollar Loans (in each case as defined in the Credit Agreement as in effect immediately prior to the Fourth Amendment Effective Date, which definitions are hereby incorporated by reference with the same force and effect as if expressly written herein) through and until the latest of (i) the last day of the Interest Period for such Loans as in effect immediately prior to the Fourth Amendment Effective Date, or (ii) June 30, 2023; provided that, the Borrower shall deliver on the date hereof, a duly executed Notice of Conversion as to the Term Loans, with an effective date of June 30, 2023 whereby such Loans shall convert into SOFR Loans as of such date. Any obligation of the ny-2543512 Borrower to provide prior notice to the Lenders or the Administrative Agent to convert such Loans is hereby waived by the Lenders and the Administrative Agent.
Sample 1
SOFR Conversion. Subject to the terms and conditions set forth herein, and notwithstanding anything to the contrary contained in the Credit Agreement (including for the avoidance of doubt, the definition of “Interest Period” set forth therein), each Loan outstanding immediately prior to the First Amendment Effective Date shall be permitted to continue to accrue interest at a rate per annum equal to the NY-2458319 sum of (a) the Eurodollar Rate determined for such day plus (b) the Applicable Margin for Eurodollar Loans (in each case as defined in the Credit Agreement as in effect immediately prior to the First Amendment Effective Date) through and until the last day of the Interest Period for such Loans as in effect immediately prior to the First Amendment Effective Date.
Sample 1
SOFR Conversion. Subject to the terms and conditions set forth herein, and notwithstanding anything to the contrary contained in the Credit Agreement (including for the avoidance of doubt, the definition of “Interest Period” set forth therein), each Loan outstanding immediately prior to the First Amendment Effective Date shall be permitted to continue to accrue interest at a rate per annum equal to the sum of (a) the Eurodollar Rate determined for such day plus (b) the Applicable Margin for Eurodollar Loans (in each case as defined in the Credit Agreement as in effect immediately prior to the NY-2464170.5 NY-2464170.5 First Amendment Effective Date) through and until the last day of the Interest Period for such Loans as in effect immediately prior to the First Amendment Effective Date.
Sample 1

Related to SOFR Conversion

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

  • Casual Conversion (a) A casual employee who has been rostered on a regular and systematic basis over a period of 26 weeks has the right to request conversion to permanent employment:

  • Forced Conversion Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

  • Automatic Conversion Upon the automatic conversion of all outstanding shares of the series of equity securities comprising the Exercise Shares, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares would then be convertible, so long as such shares, if this Warrant had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the Company’s Certificate of Incorporation. In such case, all references to “Exercise Shares” shall mean shares of the Company’s Common Stock issuable upon exercise of this Warrant, as appropriate.

  • Date of Conversion Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------

  • Maximum Conversion The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate conversions of only 9.99% and aggregate conversion by the Holder may exceed 9.99

  • Data Conversion [insert City or Contractor] shall be responsible for the timely and accurate conversion of City’s data to the format required by the Programs [or, System], and for providing the test data specified in the Acceptance Test Plan [or, Design Specifications].

  • Form of Conversion Notice Each convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: Xxxxxxxx Offshore Services, Inc. The undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof below designated, for shares of Common Stock of Xxxxxxxx Offshore Services, Inc. in accordance with the terms of the Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: Signature: Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder. (Name) Social Security or other Taxpayer Identification Number (Please print name and address) Principal amount to be converted: (if less than all) $ . Signature Guarantee* * Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).

  • Delivery of Conversion Shares Upon Conversion Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in Common Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, Common Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

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