Class D Conversion Price definition

Class D Conversion Price means, with respect to any Class D Convertible Share, the fair market value of an Ordinary Share as of the date of issue of any Convertible Share which had converted into such Class D Convertible Share less the amount paid for the Convertible Share which had converted into such Class D Convertible Share; provided that, with respect to each Convertible Share issued on or prior to February 6, 2005 (which shall include Class E Convertible Shares, Class F Convertible Shares and Class G Convertible Shares issued after February 6, 2005 to the extent such shares were issued upon conversion of Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares issued prior to February 6, 2005), the “Class D Conversion Price” for the Class D Convertible Share issued upon conversion of such Convertible Share (a “Relevant Class D Convertible Share”) shall be €9.999 less an amount per Relevant Class D Convertible Share calculated according to the following formula: €R = RA + I + C N + W Where: R = the amount of the reduction in Class D Conversion Price per Relevant Class D Convertible Share. RA = being the “Reduction Amount”, or the amount paid to shareholders in the Reduction (the US Dollar portion of which shall be converted to Euro at theexchange rate prevailing on the date of conversion). I = the aggregate amount of interest accrued or paid (including interest paid by capitalisation pursuant to the agreement relative thereto) to the date upon which R is to be determined by the Company’s subsidiary, JSG Holdings plc, with respect to the indebtedness incurred by it on or prior to the date of the Reduction, for the purposes of on-lending to SKG to fund the Reduction Amount and of meeting related costs (the “HYD Offering”).
Sample 1
Class D Conversion Price has the meaning specified in Section 3.9(d).
Sample 1

Examples of Class D Conversion Price in a sentence

  • For purposes hereof, the Class D Conversion Price, Class C Conversion Price and Class B Conversion Price shall be referred to, collectively, as the “Conversion Price” and, individually, as the “applicable Conversion Price”.

  • If any options, warrants or other purchase rights that are taken into account in any such adjustment of the Class D Conversion Price subsequently expire without exercise, the Class D Conversion Price shall be recomputed by deleting such options, warrants or other purchase rights.

  • If the Class D Conversion Price is adjusted as the result of the issuance of any options, warrants or other purchase rights, no further adjustment of the Class D Conversion Price shall be made at the time of the exercise of such options, warrants or other purchase rights.

  • The number of Common Shares issuable in exchange for each Class D Preferred Share upon either optional or automatic conversion shall be equal to Four Dollars and Fifty Cents ($4.50) divided by the conversion price then in effect for Class D Preferred Shares (the "Class D Conversion Price").

  • Upon the affirmative vote of the holders of a majority of the issued and outstanding shares of Class D Common Stock, voting as a separate class, each outstanding share of Class D Common Stock shall automatically be converted into such number of fully paid and nonassessable shares of Class A Common Stock as is determined by dividing the Class D Original Issue Price by the Class D Conversion Price (as defined below) in effect at the time of conversion.

  • Also, if the day of allotment to shareholders is set, the Class D Conversion Price after adjustment will be applied on and after the day following such day of allotment to shareholders.

  • Except as otherwise provided in subparagraph 6D(3), no adjustment of the Class B Conversion Price, the Class C Conversion Price, the Class D Conversion Price and/or the Class E Conversion Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

  • In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Class D Preferred Stock after such capital reorganization to the end that the provisions of this Section 5 (including adjustment of the Class D Conversion Price then in effect and the number of shares issuable upon conversion of the Class D Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

  • If JDI issues shares that can be converted into its common shares (including the case of an allotment of shares without contribution), and the price determined by its board of directors meeting as a price of consideration per common share to be delivered upon the conversion of such shares is less than the Class D Conversion Price before adjustment, JDI will adjust the Class D Conversion Price based on the formula below.

  • The purpose of said audits shall be to ensure consistent standards of customer service and quality among Permittee and Permittee’s authorized sublessees.

Related to Class D Conversion Price

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the five (5) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the five (5) consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Company Conversion Price means, as of any date of determination, the price which shall be the lower of (i) the applicable Conversion Price and (ii) that price computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the applicable Company Redemption Date (each a “Company Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Company Conversion Measuring Period.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Conversion Amount means the sum of the Stated Value at issue.

  • Alternate Conversion Price means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 80% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

  • Conversion Value means the Fair Market Value of the aggregate number of shares of Common Stock into which a share of ESOP Preferred Stock is convertible.

  • Class B-2 Principal Distribution Amount For any Distribution Date, an amount equal to the lesser of (x) the remaining Principal Distribution Amount for such Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount and the Class B-1 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (3) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (4) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (5) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (6) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (7) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (8) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date) and (9) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (b) the lesser of (1) the product of (x) 83.40% and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses incurred during the prior calendar month) minus the Overcollateralization Floor.

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).