The DIP Conversion Clause Samples
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The DIP Conversion. (a) On the terms and subject to the conditions set forth in the Plan and this Agreement (including the satisfaction or valid waiver (to the extent permitted by Law) of the conditions set forth in Article VIII), each Investor, severally and not jointly, hereby agrees that on the Effective Date, its pro rata share (based on the principal amount of Term B Loans held by such Investor on the Effective Date) of outstanding principal of Term B Loans equal to the Term B Loan Conversion Amount shall, without any further action on the part of the Investors, mandatorily convert into shares of New Common Stock in accordance with the terms and conditions contained in this Agreement and the Plan (the “DIP Conversion”).
(b) Upon the satisfaction or valid waiver (to the extent permitted by Law) of the conditions set forth in Article VIII, the Company shall issue to each Investor in connection with the DIP Conversion an amount of shares of New Common Stock equal to its pro rata share (based on the principal amount of Term B Loans held by such Investor on the Effective Date) of the Term B Loans Conversion Shares. In the event that the DIP Conversion would result in any Investor being entitled to receive a number of shares of New Common Stock that is not an integral multiple of one, fractions of 0.50 and greater will be rounded up to the next higher integral multiple of one and fractions less than 0.50 will be rounded down to the next lower integral multiple of one. In no event will any fractional shares of New Common Stock be issued in the DIP Conversion, and no consideration will be paid in lieu of fractions that are rounded down.
The DIP Conversion. (a) On the terms and subject to the conditions set forth in the Plan and this Agreement (including the satisfaction or valid waiver (to the extent permitted by Law) of the conditions set forth in Article VIII), each Investor, severally and not jointly, hereby agrees that on the Effective Date, its pro rata share (based on the principal amount of Term B Loans held by such Investor on the Effective Date) of outstanding principal of Term B Loans equal to the Term B Loan Conversion Amount shall, without any further action on the part of the Investors, mandatorily convert into New Common Units issued by GGS Holdings and contributed to the Company in accordance with the terms and conditions contained in this Agreement and the Plan (the “DIP Conversion”).
(b) Upon the satisfaction or valid waiver (to the extent permitted by Law) of the conditions set forth in Article VIII, the Company shall deliver to each Investor in connection with the DIP Conversion an amount of New Common Units equal to its pro rata share (based on the principal amount of Term B Loans held by such Investor on the Effective Date) of the Term B Loans Conversion Shares. In the event that the DIP Conversion would result in any Investor being entitled to receive a number of New Common Units that is not an integral multiple of one, fractions of 0.50 and greater will be rounded up to the next higher integral multiple of one and fractions less than 0.50 will be rounded down to the next lower integral multiple of one. In no event will any fractional New Common Units be delivered in the DIP Conversion, and no consideration will be paid in lieu of fractions that are rounded down.