Conversion Shares Depositary definition

Conversion Shares Depositary means a reputable financial institution, trust company or similar entity (which in each such case is wholly independent of the Issuer) to be appointed by the Issuer on or prior to any date when a function ascribed to the Conversion Shares Depositary in these Conditions is required to be performed to perform such functions and that will hold the Ordinary Shares (and any Conversion Shares Offer Consideration) on trust for the Securityholders in one or more segregated accounts, unless otherwise required to be transferred out of such accounts for the purposes of the Conversion Shares Offer, and otherwise on terms consistent with these Conditions;
Sample 1Sample 2Sample 3
Conversion Shares Depositary means a financial institution, trust company, depositary entity, nominee entity or similar entity (which in each such case is wholly independent of the Issuer) to be appointed by the Issuer on or prior to any date when a function ascribed to the Conversion Shares Depositary in these Conditions is required to be performed, to perform such functions and which as a condition of such appointment, will be required to undertake, for the benefit of the Noteholders, to hold the Conversion Shares on behalf of such Noteholders in one or more segregated accounts and, in any event, on terms consistent with these Conditions;
Sample 1Sample 2Sample 3

Examples of Conversion Shares Depositary in a sentence

  • Following the issuance and delivery of the Ordinary Shares to be issued on Conversion by the Issuer to the Conversion Shares Depositary, Noteholders shall have recourse only to the Conversion Shares Depositary for the delivery to them of such Ordinary Shares or, subject to and as provided in this condition 7(b)(viii), the Conversion Shares Offer Consideration, as the case may be.

  • Following the issuance and delivery of the Ordinary Shares to be delivered on Conversion to the Conversion Shares Depositary on the Conversion Date, the Notes shall remain in existence until the applicable Settlement Date (or, if earlier, the Final Cancellation Date) for the sole purpose of evidencing each Noteholder’s right as aforesaid to receive such Ordinary Shares or the Conversion Shares Offer Consideration, as the case may be, from the Conversion Shares Depositary.

  • Subject to Condition 4(c), if the Issuer fails to issue and deliver the Ordinary Shares to be issued and delivered on Conversion to the Conversion Shares Depositary on the Conversion Date, a Noteholder’s only right under the Notes against the Issuer for any such failure will be to petition to have such Ordinary Shares so issued and delivered.

  • The Conversion Shares Offer Consideration shall be held on trust by the Conversion Shares Depositary for the Noteholders.

  • The Issuer also reserves the right, in its sole and absolute discretion, to elect that the Conversion Shares Depositary terminate the Conversion Shares Offer at any time during the Conversion Shares Offer Period.

  • The Issuer may, on behalf of the Conversion Shares Depositary, appoint a Conversion Shares Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer.

  • If a Conversion Trigger Event occurs, the Notes will (subject as provided in Condition 7(a)(vii)) be converted in whole and not in part on the Conversion Date as provided below, at which point all of the Issuer’s obligations under the Notes shall be automatically and irrevocably released in consideration of the Issuer’s issuance of the relevant Ordinary Shares to the Conversion Shares Depositary on the Conversion Date.

  • The Trustee shall not be responsible for monitoring any Conversion Shares Offer, nor for monitoring or enforcing the obligations of the Conversion Shares Depositary in respect thereof.

  • By virtue of its holding of any Note, each Noteholder shall be deemed to have irrevocably directed the Issuer to issue and deliver such Ordinary Shares to the Conversion Shares Depositary or as otherwise arranged by the Issuer pursuant to Condition 7(a)(ii).

  • If no Opt-Out Notice is received by the Conversion Shares Depositary from a Noteholder prior to the third (3rd) Business Day preceding the final day of the Conversion Shares Offer Period, such Noteholder shall be treated as having not given an Opt-Out Notice.

Related to Conversion Shares Depositary

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of the Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

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

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • CDS Global Warrants means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;