Convertible Instrument definition
Examples of Convertible Instrument in a sentence
C = the number of shares of Capital Stock issued on a Fully Diluted Basis pursuant to the Dilutive Issuance, or, if a Convertible Instrument is issued in the Dilutive Issuance, the number of shares of Capital Stock issuable on a Fully Diluted Basis if all shares of the Convertible Instrument were converted into the applicable Capital Stock, whether or not then exercisable or convertible.
Stock Plans shall not include any Intercompany Convertible Instruments and Options shall not include any options granted under any Intercompany Convertible Instrument.
Each Security Holder shall not tender (or agree to tender) the Common Stock or any Convertible Instrument into any exchange or tender offer commenced by a third party other than Parent or Merger Sub in accordance with the Merger Agreement.
For purposes of calculation of “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C shall be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible.
The Parties agree that such new business, assets, and undertaking (the “Exempt Business”) will be beyond the scope of the PAE Security, and that other than set out in the Convertible Instrument (as defined herein), Fremantle will have no recourse against PAE in respect of the Exempt Business nor will it have any right or assert any claim with respect thereto including, without limitation, upon the occurrence of an Event of Default.
Except as set forth in Schedule M-8.6, neither the Company nor any of its Subsidiaries owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security or Convertible Instrument, and neither the Company nor any of its Subsidiaries is a partner or member of any partnership, limited liability company or joint venture.
Each Convertible Instrument shall be allotted and issued free of all Encumbrances.
Prior to or concurrent with such conveyance, PAE shall cause Subco (and its subsidiaries) to execute and deliver all such documents and instruments and do and perform such acts as Fremantle considers necessary for Subco (and its subsidiaries) to assume the Obligations (other than in respect of the Convertible Instrument (as defined below)) and the PAE Security.
In the event the Investor determines, in its sole discretion, that any Subsequent Convertible Instrument contains terms more favorable to the holder(s) thereof than the terms set forth in its Note, the Investor will promptly notify the Company of such determination and the Note shall automatically be deemed to be amended to reflect such more favorable terms (subject to appropriate adjustment based on economic terms).
For the purpose of calculating “C”, if the Dilutive Issuance is as described in subpart (III) of the definition of Dilutive Issuance below, then C will be the total number of shares of Capital Stock into which the newly adjusted Convertible Instrument could be exercised or converted, whether or not then exercisable or convertible.