Conversion Calculation Agent definition
Examples of Conversion Calculation Agent in a sentence
The Company has appointed Conv-Ex Advisors Limited as the initial Conversion Calculation Agent.
The Conversion Calculation Agent (if not the Company) shall act solely upon request from, and solely as agent of, the Company and will not thereby assume any obligations towards or relationship of agency or trust with, and it shall not be liable and shall incur no liability as against, the Holders of Securities.
The Company may change the Conversion Calculation Agent at any time without prior notice to any Holder or Beneficial Owner of the Securities.
Determinations, calculations and adjustments performed by the Conversion Calculation Agent pursuant to this Section 4.05(b) shall be final and binding (in the absence of bad faith or manifest error) on Holders and Beneficial Owners of the Securities.
Notice of any change in the Paying Agent, the Conversion Agent, the Conversion Calculation Agent or the Registrar, or in the specified office of any Paying Agent, the Conversion Agent, the Conversion Calculation Agent or the Registrar shall promptly be given to the Noteholders in accordance with Condition 10.
So long as any Securities are outstanding, there shall at all times be a Conversion Calculation Agent, which may be the Company or another person appointed by the Company to serve in such capacity, who shall be responsible in consultation with the Company for the calculation of all adjustments to the Floor Price and all related determinations required to be made in connection therewith.
In the event any such withholding or deduction is required to be made, the Issuer shall pay such additional amounts as will result in the receipt by the Conversion Calculation Agent of the amounts which would otherwise have been receivable by it had no such withholding or deduction been required.
Upon its resignation, removal or cessation becoming effective under this Clause 8, the Conversion Calculation Agent shall (i) forthwith transfer the documents and records kept by it hereunder to the successor conversion calculation agent; and (ii) be entitled to the payment by the Issuer of its unpaid fees and expenses in accordance with the terms of Clause 5, or, if applicable, Clause 7.
The Conversion Calculation Agent shall have: (i) no duty or obligation to verify or confirm the accuracy of any such information (except in the case of a prima facie manifest error) and (ii) no liability for any losses, liabilities, costs or expenses incurred or sustained by the Issuer as a result of such reliance upon or compliance with such information.
The Issuer and the Conversion Calculation Agent agree that any communications relating to determinations, calculations or adjustments to be performed by the Conversion Calculation Agent under this Agreement shall be by electronic communication unless otherwise agreed.