Conversion Provision definition
Examples of Conversion Provision in a sentence
In addition, upon such Termination Event, DST, DSTG and/or any of their respective affiliates shall promptly deliver to the Company the stock certificates representing all shares of the Company’s Class B Common Stock to be converted pursuant to the Optional Conversion Provision in accordance with this Section 2.
In addition, upon such Conversion Event, Stockholder shall promptly deliver to the Company the stock certificates representing all Shares to be converted pursuant to the Optional Conversion Provision in accordance with this section.
No approval of the Shareholders is required to effectuate the conversion of the Trust into an open-end company pursuant to the Automatic Conversion Provision.
If the Contingent Conversion Provision is exercised, a number of shares of Verticalnet Common Stock (the “Escrow Shares”) equal to the quotient of (i) the difference of (A) ten percent of the Merger Consideration minus (B) the aggregate amount set-off under this Merger Note to cover any indemnification claims of the Indemnified Parties under this Agreement, divided by (ii) a conversion price per share equal to a 25% premium to the Closing Date Average Price.
At any time during the Conversion Period, if the Borrower has repaid the Loan, the Lender, in its sole discretion, has the right and option, but shall have no obligation, to cause a re-advance (a “Directed Advance”) of such repaid amount, or any portion thereof, to be made to the Borrower for the purpose of allowing the Lender to convert such Loan provided to the Borrower pursuant to a Directed Advance into Conversion Shares in accordance with the Conversion Provision.
The conversion of the Trust into an open-end company pursuant to the Automatic Conversion Provision will be effectuated by the adoption by the Trustees in their sole discretion of amendments to this Declaration necessary or desirable to convert the Trust into an open-end company and to make the Shares a redeemable security.
DST and DSTG are hereby deemed to deliver to the Company the Certificates representing the shares to be so converted pursuant to Article IV(B), Section 4(a) of the Charter and the Optional Conversion Provision, all in accordance with this Section 1.
The Automatic Conversion Provision may be amended to remove the Automatic Conversion Provision or to delay the Conversion Date only upon the affirmative vote of a majority of Shares present at a meeting called for such purpose at which a quorum is present.
Any other amendment to the Automatic Conversion Provision may be made with the affirmative vote of a majority of the Trustees then in office and by the affirmative vote of the holders of not less than three-quarters of the Shares of the Trust or, as applicable, each affected Class or Series outstanding, voting as separate classes or series.
Within 45 days of Closing, Verticalnet shall file a proxy statement (the “Proxy Materials”) pursuant to Section 14 of the Exchange Act with the SEC in respect of a special or annual meeting of its shareholders whereby Verticalnet shall seek the approval of its shareholders with respect to the Contingent Conversion Provision contained in the Merger Note (the “Merger Note Proposal”), and Verticalnet shall promptly respond to any SEC comments with regard to the Proxy Materials.