Conversion Share Cap definition

Conversion Share Cap means the number of shares of Common Stock corresponding to 19.99% of the total number of shares of Common Stock outstanding as of March 8, 2024 (such number of shares subject to proportionate adjustment for share dividends, share splits or share combinations with respect to the Common Stock).

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Conversion Share Cap means the number of shares of Common Stock equal to (i) 19.99% of the total number of shares of Common Stock outstanding as of the Issue Date, divided by (ii) 100,000 (such number of shares subject to proportionate adjustment for share dividends, share splits or share combinations with respect to the Common Stock).

Conversion Share Cap shall have the meaning set forth in Section 4(i).

Examples of Conversion Share Cap in a sentence

• If the number of shares of Common Stock deliverable upon conversion would result in the issuance of shares of Common Stock in excess of the Conversion Share Cap, the Company will not have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the Conversion Share Cap for such conversion.

• The Conversion Share Cap will apply until the elimination of the Conversion Share Cap is approved by the Company’s stockholders.

• If the number of shares of Common Stock deliverable upon any Conversion would result in the issuance of shares of Common Stock in excess of the Conversion Share Cap, the Corporation will not have any further obligation to deliver any shares of Common Stock or pay any cash in excess of the Conversion Share Cap for such Conversion.

• The Trustee and any other Conversion Agent shall not be responsible for determining whether the Conversion Share Cap is applicable to any conversion or for calculating or verifying the calculations of any adjustments to the amount of notes being converted as the result of a Conversion Share Cap.

• These calculations include, but are not limited to, determinations of the Stock Price, the Last Reported Sale Prices of the Common Stock, the Daily VWAPs, the Daily Conversion Values, the Conversion Share Cap (subject to the provisions of Section 14.02(m)), the Daily Settlement Amounts, accrued interest payable on the Notes (including, for the avoidance of doubt, any Additional Interest payable under this Indenture), the Conversion Rate and the Conversion Price of the Notes.

More Definitions of Conversion Share Cap

Conversion Share Cap means 19,386,000, which is approximately 19.99% of the Common Stock outstanding on March 1, 2020.

Conversion Share Cap means, as of any Conversion Date, a number of shares of Common Stock equal to 19.9995% of the number of shares of Common Stock outstanding as of May 13, 2022 minus the aggregate number of shares of Common Stock previously issued in settlement of conversions of the Convertible Preferred Stock. The Conversion Share Cap will be adjusted at the same time and in the same manner as the Conversion Price as provided in Sections 10(f) and 10(g).

Conversion Share Cap shall have the meaning specified in Section 14.02(m).

Conversion Share Cap means initially, as of the date of this Agreement, for each share of Series A Convertible Preferred Stock converted, the quotient obtained by dividing (x) 20% of the total Common Stock outstanding as of the Initial Issue Date by (y) the number of shares of Series A Convertible Preferred Stock issued prior to such time (whether or not any or all of such shares remain outstanding). The Conversion Share Cap shall be adjusted in a manner inversely proportional to adjustments to the Conversion Price pursuant to Sections 7.6(a), (b), (c), (d) and (e) and shall be adjusted for any shares of Series A Convertible Preferred Stock issued pursuant to Section 6.4(a)(iii); provided that until the date of the Requisite Stockholder Approval, the Conversion Share Cap shall include any shares of Series A Convertible Preferred Stock that would, when issued, result in an issuance at a price below the Minimum Price of an amount of shares of Common Stock equal to or in excess of 20% of the number of the total Common Stock outstanding as of the Initial Issue Date in accordance with Section 312.03(c) of the NYSE Listing Company Manual; provided further that until the date of the Requisite Stockholder Approval, in the case of the AE Investor, the Conversion Share Cap shall include any shares of Series A Convertible Preferred Stock that would, when issued, result in an issuance at a price below the Minimum Price of an amount of shares of Common Stock up to 1% of the number of the total Common Stock outstanding as of the Initial Issue Date in accordance with Section 312.03(b)(i) of the NYSE Listing Company Manual.

Conversion Share Cap means, for each $1,000 principal amount of Notes converted, the (a) the Aggregate Share Cap divided by (b) the aggregate principal amount Notes (expressed in thousands) delivered under this Indenture. The Conversion Share Cap will be rounded to the nearest ten-thousandth, with any one-hundred thousandths rounded downward.

Conversion Share Cap means, for each $1,000 principal amount of Notes converted, the quotient of (x) the Aggregate Share Cap and (y) the aggregate principal amount of Notes (expressed in thousands) issued in the initial offering of the Notes (including any Notes issued pursuant to the Initial Purchasers’ Option), rounded down to the nearest ten-thousandth.

Conversion Share Cap means 25.9476 shares per $1,000 principal amount of Notes, which is approximately equivalent to the quotient of (x) the Aggregate Share Cap and (y) the product of (1) the number of $1,000 principal amount of Notes originally issued pursuant to this Indenture (including any additional Notes purchased by Purchasers requiring the effectiveness of a Registration Statement prior to the issuance of their Notes) and (2) the number of Trading Days in the Observation Period.