Inconvertibility Day definition

Inconvertibility Day means any Trading Day on which the Corporation would not have been required to convert in accordance with Section 10(a) any shares of Series B Convertible Preferred Stock as a consequence of the limitations set forth in Section 7(a)(1) had all outstanding shares of Series B Convertible Preferred Stock held by such holder on such Trading Day been converted into Common Stock on such Trading Day (without regard to the limitation, if any, on beneficial ownership by such holder contained in Section 10(a)).
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Inconvertibility Day means any Reset Date on which the Corporation would not have been required to convert in accordance with Section 10(a) any shares of Series G Convertible Preferred Stock as a consequence of the limitations set forth in Section 7(a)(1) had all outstanding shares of Series G Convertible Preferred Stock held by such holder on such Trading Day been converted into Common Stock on such Trading Day (without regard to the limitation, if any, on beneficial ownership by such holder contained in Section 10(a)).
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Inconvertibility Day means any Trading Day on which (x) the Company would not have been required to convert in accordance with Section 2.1 any portion of this Note as a consequence of the limitations set forth in Section 2.4(a) had the Holder converted this Note in full on such Trading Day, determined at the Conversion Price applicable on such Trading Day and without regard to the limitation, if any, on beneficial ownership contained in Section 2.1(b) (a "Maximum Share Inconvertibility Day") or (y) the Company does not have reserved from its authorized and unissued shares of Common Stock for purposes of conversion of this Note and the Other Notes the number of shares of Common Stock so required to be reserved pursuant to Section 2.2.
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Examples of Inconvertibility Day in a sentence

  • The rights of holders of shares of Series B Convertible Preferred Stock to require redemption of their shares and exercise other rights pursuant to Sections 7(a)(1) through 7(a)(4) by reason of an Inconvertibility Day as to which the Corporation does not have a right to give a Control Notice, or fails to exercise such right on a timely basis, shall not be limited by the operation of this Section 7(a)(5).

  • The rights of holders of shares of Series A Convertible Preferred Stock to require redemption of their shares and exercise other rights pursuant to Sections 7(a)(1) through 7(a)(4) by reason of an Inconvertibility Day as to which the Corporation does not have a right to give a Control Notice, or fails to exercise such right on a timely basis, shall not be limited by the operation of this Section 7(a)(5).

  • Check (a) or (b): 51 [ ] (a) This Notice relates to an Inconvertibility Day [ ] (b) This Notice related to a Registration Restriction Inconvertibility and the five Trading Days resulting in such Registration Restriction Inconvertibility and the applicable Conversion Price on each such Trading Day are as follows: 1.

  • Pursuant to the terms of the Series 1998/A Convertible Preferred Stock (the "Preferred Stock"), the undersigned (the "Holder"), hereby notifies Creative BioMolecules, Inc., a Delaware corporation (the "Corporation"), that on ________________ (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date _____________ (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.

  • Check (a) or (b): [ ] (a) This Notice relates to an Inconvertibility Day 50 [ ] (b) This Notice related to a Registration Restriction Inconvertibility and the five Trading Days resulting in such Registration Restriction Inconvertibility and the applicable Conversion Price on each such Trading Day are as follows: 1.

  • Pursuant to the terms of the Series 1998/A Convertible Preferred Stock (the "Preferred Stock"), Creative BioMolecules, Inc., a Delaware corporation (the "Corporation"), hereby notifies the above-named holder (the "Holder") of shares of Preferred Stock that on _____________________ (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date __________ (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.

  • Pursuant to the terms of the Series B Custom Convertible Preferred Stock (the "Preferred Stock"), the undersigned (the "Holder"), hereby notifies Shaman Pharmaceuticals, Inc., a Delaware corporation (the "Corporation"), that on ___________ (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.

  • The rights of holders of shares of Series B Preferred Stock to require redemption of their shares and exercise other rights pursuant to Sections 7(a)(1) through 7(a)(7) by reason of an Inconvertibility Day as to which the Corporation does not have a right to give a Control Notice, or fails to exercise such right on a timely basis, shall not be limited by the operation of this Section 7(a)(8).

  • Pursuant to the terms of the Series B Custom Convertible Preferred Stock (the "Preferred Stock"), Shaman Pharmaceuticals, Inc., a Delaware corporation (the "Corporation"), hereby notifies the above-named holder (the "Holder") of shares of Preferred Stock that on (fill in date) an Inconvertibility Day or a Registration Restriction Inconvertibility had occurred and on such date (fill in number) shares of Preferred Stock became inconvertible by reason of such occurrence.


More Definitions of Inconvertibility Day

Inconvertibility Day means any Trading Day on which (x) the Company would not have been required to convert in accordance with Section 8.01 of this Supplemental Indenture any portion of any Note as a consequence of the limitations set forth in Section 6.01(a) of this Supplemental Indenture had the Holder of such Note converted such Note in full on such Trading Day, determined at both the Conversion Price applicable on such Trading Day and the Inconvertibility Conversion Price applicable on such Trading Day (and, in the case of each of such determinations, without regard to (i) the limitation, if any, on beneficial ownership by such Holder contained in Section 8.01 of this Supplemental Indenture and (ii) whether such Note is, by its terms, convertible on such Trading Day) or (y) on which the Company does not have reserved from its authorized and unissued shares of Common Stock for purposes of conversion of the Notes the number of shares so required to be reserved pursuant to Section 5.02 of the Supplemental Indenture.
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Inconvertibility Day means any Trading Day on which (x) the Company would not have been required to convert in accordance with Section 2.1 any portion of this Note as a consequence of the limitations set forth in Section 2.4(a) had the Holder converted this Note in full on such Trading Day, determined at the Conversion Price applicable on such Trading Day and without regard to the limitation, if any on the Holder contained in the second sentence of Section 2.1 or (y) on which the Company does not have reserved from its authorized and unissued shares of Common Stock for purposes of conversion of this Note and the Other Notes the number of shares of Common Stock so required to be reserved pursuant to Section 2.2.
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Inconvertibility Day means any Trading Day on which (x) the Corporation would not have been required to convert in accordance with Section 10(a) any shares of Series B Preferred Stock as a consequence of the limitations set forth in Section 7(a)(1) had all
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Inconvertibility Day means any Trading Day on which the Corporation would not have been required to convert in accordance with Section 10(a) any shares of Series C Preferred Stock of any holder of shares of Series C Preferred Stock as a
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Inconvertibility Day means any Trading Day on which (x) in the case of a Trading Day which is on or after the date which is 609 days after the Issuance Date, any share of Series 1998/A Preferred Stock held by any holder of shares of Series 1998/A Preferred Stock would not have been convertible into shares of Common Stock in accordance with Section 10(a) as a consequence of the limitations set forth in Section 7(a)(1) had all outstanding shares of Series 1998/A Preferred Stock held by such holder on such Trading Day been converted into Common Stock on such Trading Day, determined as if the Conversion Price applicable on such Trading Day were the Volume-Weighted Trading Price of the Common Stock for the ten consecutive Trading Days ending on the Trading Day prior to such Trading Day (and, in the case of each of such determinations, without regard to the limitation, if any, on beneficial ownership by such holder contained in Section 10(a)) or (y) the Corporation does not have reserved from its authorized and unissued shares of Common Stock for purposes of conversion of the shares of Series 1998/A Preferred Stock the number of shares so required to be reserved pursuant to Section 10(b)(5).
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Inconvertibility Day means any Trading Day on which the Corporation would not have been required to convert in accordance with Section 10(a) any shares of Series A Preferred Stock of any holder of shares of Series A Preferred Stock as a consequence of the limitations set forth in Section 7(a)(1) had all outstanding shares of Series A Preferred Stock held by such holder on such Trading Day, other than such holder's Stockholder Approval Portion in the case of any Trading Day on or before June 30, 1998, been converted into Common Stock on such Trading Day, determined at the Conversion Price applicable on such Trading Day and without regard to the limitation, if any on such holder contained in the second sentence of Section 10(a).
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Related to Inconvertibility Day

  • Inconvertibility means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of RMB Notes in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • RMB Inconvertibility means the occurrence of any event that makes it impossible for the Bank to convert any amount due in respect of the Notes into RMB on any payment date in the general RMB exchange market in the applicable RMB Settlement Centre(s), other than where such impossibility is due solely to the failure of the Bank to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Bank, due to an event beyond its control, to comply with such law, rule or regulation);

  • Inconvertibility Event means the occurrence, as determined by the Calculation Agent in its sole and absolute discretion, of any action, event or circumstance whatsoever which, from a legal or practical perspective:

  • Exchange Day means a day which is (or, but for the occurrence of an Extraordinary Event, would have been) a trading day on each of the Principal Exchanges and Related Exchanges for the Shares comprising the Equity Portfolio or related contracts, options or instruments, including a day on which trading on such an exchange is scheduled to close prior to its regular closing time. If such term is used in relation to a particular Share, "Exchange Day" means a day which is (or, but for the occurrence of a Market Disruption Event in respect of the Share, would have been) a trading day on each Principal Exchange and Related Exchange for the Share or related contracts, options or instruments, including a day on which trading on such an exchange is scheduled to close prior to its regular closing time.

  • Disrupted Day means any Scheduled Trading Day on which the Exchange or any Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a Tender in accordance with this Agreement, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully remarketed pursuant to a Remarketing, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully remarketed pursuant to a Remarketing or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Judgment Conversion Date as defined in subsection 10.8(a).

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Abnormal Market Conditions means conditions contrary to Normal Markets Conditions e.g. when there is low liquidity in the market or rapid price movements in the market or Price Gaps.

  • Exchange Disruption means any event (other than an Early Closure) that disrupts or impairs (as determined by the Determination Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for the Shares on the Exchange or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Share on any Related Exchange.

  • Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.

  • Automatic Conversion Date has the meaning specified in Section 13.14(a).

  • Resale Restriction Termination Date shall have the meaning specified in Section 2.05(c).

  • Automatic Exercise Date means, with respect to an Option or a Stock Appreciation Right, the last business day of the applicable Option Term or Stock Appreciation Right Term that was initially established by the Administrator for such Option or Stock Appreciation Right (e.g., the last business day prior to the tenth anniversary of the date of grant of such Option or Stock Appreciation Right if the Option or Stock Appreciation Right initially had a ten-year Option Term or Stock Appreciation Right Term, as applicable).

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.

  • Convertible Security means one of the Convertible Securities.

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Trading Day means a day on which the principal Trading Market is open for trading.

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Serious health condition means an illness, injury, impairment, or physical or mental condition that involves:

  • Mid-Market Swap Rate means for any Reset Period the mean of the bid and offered rates for the fixed leg payable with a frequency equivalent to the frequency with which scheduled interest payments are payable on the Notes during the relevant Reset Period (calculated on the day count basis customary for fixed rate payments in the Relevant Currency as determined by the Calculation Agent) of a fixed-for-floating interest rate swap transaction in the Relevant Currency which transaction (i) has a term equal to the relevant Reset Period and commencing on the relevant Reset Date, (ii) is in an amount that is representative for a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the Mid-Swap Floating Leg Benchmark Rate for the Mid-Swap Maturity (calculated on the day count basis customary for floating rate payments in the Relevant Currency as determined by the Calculation Agent);

  • Mid-Market Swap Rate Quotation means a quotation (expressed as a percentage rate per annum) for the relevant Mid-Market Swap Rate;

  • Unlegended Regulation S Global Note means a permanent global Note in the form of Exhibit A, bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

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

  • Exchange Business Day means any Scheduled Trading Day on which the Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.