Special Conversion Event definition

Special Conversion Event. The term "Special Conversion Event" shall mean:
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Special Conversion Event means:
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Special Conversion Event means, at any time on or after July 31, 2012, in the event that (i) the Closing Price equals or exceeds one hundred twenty percent (120%) of the then prevailing Conversion Price for at least twenty (20) Trading Days in a period of thirty (30) consecutive Trading Days, and (ii) the Company has paid in full all dividends on the shares of Series B Preferred Stock for four (4) consecutive Dividend Periods.
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Examples of Special Conversion Event in a sentence

  • Such notice shall be effective only to the extent that the condition resulting in a Special Conversion Event has not been cured prior to the delivery of such notice.

  • Thereupon, there shall be issued and delivered to such stockholder promptly, a certificate or certificates for the number of shares of Common Stock into which the shares of Preferred Stock surrendered were automatically converted pursuant to the Special Conversion Event and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared and unpaid dividends on the converted Preferred Stock.

  • The Company shall have the right, at its option, to cause some or all of the Series B Preferred Stock to be converted into shares of Common Stock at the then-applicable Conversion Rate at any time after a Special Conversion Event.

  • Such notice shall contain the information described above for conversion pursuant to paragraph (e) of this Section 4, as well as a statement setting forth the facts and circumstances under which the holder believes a Special Conversion Event has occurred.

  • The Company shall send notice to all holders of Series B-1 Preferred Shares describing any action that would constitute a Special Conversion Event under clauses (ii) or (iii) of the definition thereof, together with a form of conversion notice, at least 30 calendar days prior to any vote of holders of the Common Shares required to approve such action, or, if no such vote is so required, prior to the consummation of the transaction.

  • If the Bid Solicitation Agent does not receive a firm bid to buy the Securities for at least the Minimum Amount per Security on any day during the Measurement Period, a “Special Conversion Event” shall be deemed to have occurred for the purposes of this Section 10.1(b)(iv) and the Trustee shall promptly notify all Holders that a Special Conversion Event has occurred.

  • Such notice shall contain the information described above for conversion pursuant to paragraph (d) of this Section 4, as well as a statement setting forth the facts and circumstances under which the holder believes a Special Conversion Event has occurred.

  • Notwithstanding anything to the contrary in paragraph (a) of this Section 4, at any time after the occurrence of a Special Conversion Event, any holder of Series A Preferred Shares shall be entitled, at the option of such holder, to cause any or all of such shares to be converted into shares of Common Stock of the Corporation at the Special Conversion Rate as of the Proposed Conversion Date specified in such holder’s notice to the Corporation delivered pursuant to paragraph (e) of this Section 4.

  • The Company shall send notice to all holders of Series B Preferred Shares describing any action that would constitute a Special Conversion Event under clauses (ii) or (iii) of the definition thereof, together with a form of conversion notice, at least 30 calendar days prior to any vote of holders of the Common Shares required to approve such action, or, if no such vote is so required, prior to the consummation of the transaction.

  • Notwithstanding anything to the contrary in paragraph (a) of this Section 4, at any time after the occurrence of a Special Conversion Event, any holder of Series A Preferred Shares shall be entitled, at the option of such holder, to cause any or all of such shares to be converted into shares of Common Stock of the Corporation at the Special Conversion Rate as of the Proposed Conversion Date specified in such holder's notice to the Corporation delivered pursuant to paragraph (e) of this Section 4.


More Definitions of Special Conversion Event

Special Conversion Event means and shall be deemed to occur :
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Special Conversion Event means the occurrence of the following event: the consolidated stockholders' equity of the Corporation and its consolidated subsidiaries, as determined in accordance with GAAP, is less than US$215,000,000, excluding goodwill and prior to giving effect to the invested capital relating to any issued and outstanding Series A Preferred Shares, and such condition remains uncured for over sixty (60) days.
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Special Conversion Event means the occurrence of the following event: the consolidated stockholders’ equity of the Corporation and its consolidated subsidiaries, as determined in accordance with GAAP, is less than US$215,000,000, excluding goodwill and prior to giving effect to the invested capital relating to any issued and outstanding Series A Preferred Shares, and such condition remains uncured for over sixty (60) days.
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Special Conversion Event means (i) Norman M. Kranzdorf ceasing to be Chief Executive Officer, Chief Operating Officer or any other senior executive officer of Kranzco having an active role in management of the business of Kranzco, (ii) the merger or consolidation of Kranzco with or into any person unless the holders of Kranzco Common Shares own more than 50% of the voting securities of the surviving corporation and effective provisions are made by the surviving corporation to protect the preferences and other rights of the Kranzco Series B Preferred Shares, (iii) the sale, lease, transfer, spin-off or other disposal or distribution of all or substantially all of the assets of Kranzco, (iv) a successful tender offer or similar offer for at least a majority of the voting shares of Kranzco is commenced and completed, (v) certain defaults on indebtedness of Kranzco or any of its subsidiaries for borrowed money in excess of $10,000,000 or capital lease obligations of Kranzco or any of its subsidiaries in excess of $25,000,000, (vi) the commencement by or against Kranzco of any insolvency, bankruptcy, dissolution, liquidation or receivership proceedings with respect to Kranzco, (vii) Kranzco losing its status as a REIT or (viii) Kranzco failing to pay a distribution on the Kranzco Series B Preferred Shares for any Series B Distribution Period within five days of the Distribution Payment Date therefor.
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Special Conversion Event means the earlier to occur of a Change of Control Conversion Event or a Net Worth Conversion Event.
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Special Conversion Event means the occurrence of the following event: the consolidated stockholders' equity of HM and its consolidated subsidiaries, as determined in accordance with GAAP, is less than US$175,000,000, including the invested capital relating to any issued and outstanding Series A Preferred Shares, and such condition remains uncured for over sixty (60) days.
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Related to Special Conversion Event

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

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • 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.

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

  • Optional Conversion has the meaning set forth in Section 6(a).

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

  • Automatic Conversion Date shall have the meaning specified in Section 15.12(a).

  • Continuation/Conversion Date means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.

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

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

  • Mandatory Conversion Notice has the meaning set forth in Section 4.7.C hereof.

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

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

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

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Conversion Date shall have the meaning set forth in Section 4(a).

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

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Automatic Early Redemption Event means that:

  • 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.

  • Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

  • 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.

  • Redemption Event has the meaning set forth in Section 3.4.

  • Early Redemption Event means that R (k) is equal to or greater than the Early Redemption Level (k) on the respective Observation Date (k).