Election to Convert definition

Election to Convert is defined in Section 2.3. -----------

Election to Convert means an election to convert that sets forth the Principal Sum in respect of which the Conversion Right set forth in Section 5.1(a) is being exercised, the address of the Debentureholder which is to appear on the Share Register of the Corporation and the address where the new Debenture, if any, representing the unconverted portion of its Debenture may be sent;

Election to Convert. To: Budget Group, Inc. The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion below designated, into Class A Common Stock of Budget Group, Inc. in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any Holder, upon the exercise of its conversion rights in accordance with the terms of the Indenture and the Security, agrees to be bound by the terms of the Registration Rights Agreement relating to the Class A Common Stock issuable upon conversion of the Securities. Date: , in whole __ Portions of Security to be converted ($50 or integral multiples thereof): $ ----------------- ----------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ----------------------------------- ----------------------------------- ----------------------------------- Signature Guarantee:(6) --------------------------- ------------- (6) (Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

Examples of Election to Convert in a sentence

• Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date of delivery of the Election to Convert, notwithstanding that the certificate or certificates representing such securities shall not actually have been delivered or that the stock transfer books of the Company shall then be closed.

• In order to effect a conversion, the holder of any Security to be converted, in whole or in part, shall surrender such Security to the Trustee or conversion agent at the office or agency maintained by the Issuer for such purpose, as provided in Section 3.2 and shall deliver written notice of conversion, which shall be substantially in the Form of Election to Convert as provided for in Section 2.17, to such office or agency.

• The fabulous dining kitchen consists of elegant white wall and aoor mounted cabinets providing excellent storage space with contrasting butcher-block e«ect counter tops.

• In order to convert pursuant to Section 5(a) above, the Holder must surrender this Debenture and deliver to the Company a duly completed and executed Notice of Election to Convert in the form attached hereto as Schedule 1 (an "ELECTION NOTICE").

• As soon as reasonably practicable after receipt of the written Election to Convert, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Noteholder, and in such name or names as the Noteholder may designate, a certificate or certificates for the full number of Note Shares so purchased upon conversion of the Note.

• Noteholder shall deliver to the Company a written Election to Convert, a form of which is attached hereto.

• Prior to delivery of such Conversion Shares upon conversion of a Security at the option of a Holder, the Issuer shall require a written notice, which shall be substantially in the Form of Election to Convert as provided for in Section 2.15, to be delivered to its office or agency from the Holder of the Security or Securities so surrendered stating that the Holder irrevocably elects to convert such Security or Securities for Common Shares or ADSs, as specified in such notice.

• The Company shall send the Holder a notice via facsimile or electronic mail confirming receipt of the Notice of Election to Convert within two (2) days of receipt thereof.Any certificates representing shares of Common Stock issued pursuant to this Section 4 shall bear the following legend:THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.

• By executing this Notice of Election to Convert, the Holder also acknowledges and agrees to the partial redemption of each share of Noteholder Preferred Stock issuable to such Holder upon conversion of such Holders' Notes.

• In case the Election to Convert shall specify a name or names other than that of such holder, it shall be accompanied by payment of all transfer or other taxes payable upon the issuance of shares of Common Stock in such name or names that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred Stock pursuant hereto.