MAKE-WHOLE CONVERSION RATE definition

MAKE-WHOLE CONVERSION RATE means the quotient of $1,000 divided by the Conversion Price.
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MAKE-WHOLE CONVERSION RATE means (a) with respect to a QPO that is consummated on or before December 31, 2008, the quotient obtained by dividing
Sample 1
MAKE-WHOLE CONVERSION RATE means (a) with respect to a QPO that is consummated on or before December 31, 2008, the quotient obtained by dividing (i) $146.71886 (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like affecting the Series B Preferred) less the aggregate amount of all distributions and dividends of cash made in respect of each share of Series B Preferred Stock at or prior to the date such QPO is consummated by (ii) the public offering price per share of Common Stock in such QPO (calculated before deducting underwriters’ discounts and commissions), and (b) with respect to a QPO that is consummated after December 31, 2008, the quotient obtained by dividing (i) $167.6787 (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like affecting the Series B Preferred) less the aggregate amount of all distributions and dividends of cash made in respect of each share of Series B Preferred Stock at or prior to the date such QPO is consummated by (ii) the public offering price per share of Common Stock in such QPO (calculated before deducting underwriters’ discounts and commissions).
Sample 1

More Definitions of MAKE-WHOLE CONVERSION RATE

MAKE-WHOLE CONVERSION RATE means, with respect to a Make-whole Event, the conversion rate determined by reference to the table below and which is based on the Make-whole Effective Date and the Make-whole Market Value paid (or deemed paid) per share of Common Stock in the Make-whole Event. The Make-whole Market Values set forth in the first column of the above table shall be adjusted as of any date on which the Fixed Conversion Rates are adjusted pursuant to Section 11 hereof. The adjusted Make-whole Market Values shall equal the Make- whole Market Values applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the Make-whole Market Value adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. Each of the rates in the table shall be subject to adjustment in the same manner as each Fixed Conversion Rate as set forth under Section 11 hereof. If the exact Make-whole Market Value or Make-whole Effective Date is not set forth in the above table, and • if the Make-whole Market Value is between two prices on the table or the Make-whole Effective Date is between two dates on the table, the Make-whole Conversion Rate shall be determined by a straight-line interpolation between the rates set forth for the higher and lower Make-whole Market Values and the two Make-whole Effective Dates, as applicable, based on a 365-day year; • if the Make-whole Market Value is in excess of $100.00 per share (subject to adjustment as described in the immediately preceding paragraph), then the Make-whole Conversion Rate shall be the Minimum Conversion Rate, subject adjustments as set forth under Section 11 hereof; and • if the Make-whole Market Value is less than $1.00 per share (subject to adjustment as described in the immediately preceding paragraph), then the Make-whole Conversion Rate shall be the Maximum Conversion Rate, subject to adjustments as set forth under Section 11 hereof.
Sample 1
MAKE-WHOLE CONVERSION RATE means 95% of the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the date in question. [means 100% of the closing bid price of the Common Stock immediately prior to the date in question.]1 1 Replace with bracketed language for insider participants.
Sample 1

Related to MAKE-WHOLE CONVERSION RATE

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

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

  • 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.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Initial Conversion Price has the meaning specified in Section 13.01.

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

  • Conversion Rate shall have the meaning specified in Section 14.01(a).

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Make-whole Redemption Rate means (i) the average of the four quotations given by the Reference Dealers of the mid-market annual yield to maturity of the Reference Security on the fourth Business Day preceding the Make-whole Redemption Date at 11:00 a.m. (Central European Time ("CET")) ("Reference Dealer Quotation") or (ii) the Reference Screen Rate, as specified in the relevant Final Terms.

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.

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

  • Forced Conversion Amount means the sum of (i) 100% of the aggregate Stated Value then outstanding, (ii) accrued but unpaid dividends and (iii) all liquidated damages and other amounts due in respect of the Series B Preferred Stock.

  • Automatic Conversion Date has the meaning set forth in Section 7(c).

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Alternate Conversion Price means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, (ii) 70% of the lowest Closing Sale Price of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the date of delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Conversion Value means, with respect to Convertible Capital Appreciation Bonds, the Accreted Value as of the Conversion Date.