Conversion definition
Examples of Conversion in a sentence
Notwithstanding the foregoing or anything else in this Agreement to the contrary, if there is any amendment or other modification to the Merger Agreement that is material and adverse to the holders of Company Securities, then the Securityholders shall have no obligation to vote any of the Subject Securities in accordance with this Section 3 (including in favor of the Conversion or the Merger).
Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Company may make any settlement election with respect to any Conversion Date (as defined in the Convertible Notes Indenture) under the Convertible Notes Indenture and settle conversions of the Convertible Notes pursuant to the terms of the Convertible Notes Indenture.
Prior to the Effective Time, upon receipt of the Company Preferred Approval, Company shall promptly deliver to each holder of Company Preferred Stock notice of the time and place of the Conversion as set forth in the Consent Solicitation Statement and in accordance with Article 5.2 of the Company Certificate of Incorporation, which notice shall provide for the Conversion to become effective prior to immediately prior to the Effective Time.
Each of Parent, Merger Sub and Company will notify the other Parties promptly after becoming aware of any reason to believe that the Conversion or Merger may not qualify as one or more “reorganizations” within the meaning of Section 368(a) of the Code.
Common Stock issued and outstanding immediately prior to the Effective Time (including Company Common Stock resulting from the Conversion): 45,468,193.