Settlement Upon Conversion. 45 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion. 48 Section 5.05. Adjustments to the Conversion Rate. 49 Section 5.06. Voluntary Adjustments. 60 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change. 60 Section 5.08. Exchange in Lieu of Conversion. 61
Settlement Upon Conversion. The Company shall satisfy its obligation to deliver Conversion Shares and, if applicable, Dividend Shares (or such other class or series of securities into which the Series A Preferred Stock is then convertible) upon conversion of Series A Preferred Stock by delivering to each Holder surrendering shares of Series A Preferred Stock for conversion a number of shares of Common Stock (or such other class or series of securities into which the Series A Preferred Stock is then convertible) equal to the number of Conversion Shares and, if applicable, Dividend Shares to which such Holder is entitled pursuant to Section 6 (provided that the Company will deliver cash in lieu of fractional shares), as soon as practicable after the third Trading Day (but in no event later than the fifth Business Day) following the Stockholder Approval Date. In the event the Company elects to pay cash pursuant to Section 6(b)(i), such cash payment shall be made on the same date.
Settlement Upon Conversion. Except as described in this Section 4.13, we will not make any payment in cash or common stock or other adjustment for accrued and unpaid interest (including Additional Interest, if any) on any Securities when they are converted. If Securities are surrendered for conversion after the Close of Business on a Record Date for the payment of interest but prior to 9:00 a.m. New York City time on the corresponding Interest Payment Date, a Holder of such Securities at the Close of Business, on such Record Date will receive the interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion of those Securities prior to that Interest Payment Date, assuming such Holder was the holder of record of such Securities at the Close of Business on such Record Date; provided, however, that each Holder agrees, by accepting a Security, that if the Holder surrenders any Securities for conversion during such period, such Holder must pay the Company at the time such Holder surrenders its Securities for conversion interest (including Additional Interest) in accordance with the next sentence. Securities surrendered for conversion during the period from the Close of Business on any Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest (including Additional Interest, if any) payable on such Interest Payment Date on the Securities so converted; provided that no such payment need be made (a) if the Company has specified a Fundamental Change Purchase Date in respect of the Securities that is after the Close of Business on a Record Date and on or prior to 9:00 a.m. New York City time on the corresponding Interest Payment Date; (b) in respect of any conversion which occurs after the Close of Business on the Record Date for the interest payment due on the Maturity Date and on or prior to the Maturity Date or (c) to the extent of any overdue interest, if any such amount exists at the time of conversion with respect to such Security.
Settlement Upon Conversion. 39 Section 5.04. Reserve and Status of Common Stock Issued Upon Conversion. 42 Section 5.05. Adjustments to the Conversion Rate. 43 Section 5.06. Voluntary Adjustments. 53 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change. 53 Section 5.08. Exchange in Lieu of Conversion. 54 Section 5.09. Effect of Common Stock Change Event. 55 Article 6. Successors 57 Section 6.01. When the Company May Merge, Etc. 57 Section 6.02. Successor Corporation Substituted. 57 Section 6.03. Exclusion for Certain Asset Transfers. 57 Article 7. Defaults and Remedies 57 Section 7.01. Events of Default. 57 Section 7.02. Acceleration. 59 Section 7.03. Sole Remedy for a Failure to Report. 60 Section 7.04. Other Remedies. 61 Section 7.05. Waiver of Past Defaults. 61 Section 7.06. Control by Majority. 61 Section 7.07. Limitation on Suits. 61 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration. 62 Section 7.09. Collection Suit by Trustee. 62 Section 7.10. Trustee May File Proofs of Claim. 62 Section 7.11. Priorities. 63 Section 7.12. Undertaking for Costs. 63 Article 8. Amendments, Supplements and Waivers 63 Section 8.01. Without the Consent of Holders. 63 Section 8.02. With the Consent of Holders. 64 Section 8.03. Notice of Amendments, Supplements and Waivers. 65 Section 8.04. Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc. 65 Section 8.05. Notations and Exchanges. 66 Section 8.06. Trustee to Execute Supplemental Indentures. 66 Article 9. Satisfaction and Discharge 66 Section 9.01. Termination of Company’s Obligations. 66 Section 9.02. Repayment to Company. 67 Section 9.03. Reinstatement. 67 Article 10. Trustee 67 Section 10.01. Duties of the Trustee. 67 Section 10.02. Rights of the Trustee. 69 Section 10.03. Individual Rights of the Trustee. 69 Section 10.04. Trustee’s Disclaimer. 69 Section 10.05. Notice of Defaults. 70 Section 10.06. Compensation and Indemnity. 70 Section 10.07. Replacement of the Trustee. 71 Section 10.08. Successor Trustee by Merger, Etc. 72 Section 10.09. Eligibility; Disqualification. 72 Article 11. Miscellaneous 72 Section 11.01. Notices. 72 Section 11.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent. 73 Section 11.03. Statements Required in Officer’s Certificate and Opinion of Counsel. 74 Section 11.04. Rules by the Trustee, the Registrar, the Paying Agent and Con...
Settlement Upon Conversion. Upon conversion, we will deliver to holders, in respect of each US$1,000 principal amount of notes being converted, a number of ADSs equal to the applicable conversion rate as of the relevant conversion date, together with a cash payment in lieu of any fractional ADSs issuable upon conversion based on the last reported sale price of our ADSs on the relevant conversion date. We will deliver the consideration due in respect of any conversion on the fifth business day immediately following the relevant conversion date. Each conversion will be deemed to have been effected as to any notes surrendered for conversion on the conversion date, and the person in whose name the ADSs shall be issuable upon such conversion will become the holder of record of such ADSs as of the close of business on such conversion date. The “last reported sale price” of our ADSs on any date means the closing sale price per ADS (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which our ADSs are traded. If our ADSs are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” will be the average of the last quoted bid and ask prices for our ADSs in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If our ADSs are not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our ADSs on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.
Settlement Upon Conversion. The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion.
Settlement Upon Conversion. (a) With respect to any conversion of Notes, if any, the Company shall, subject to the provisions of this Article 6 (including Section 6.04(a)), deliver to converting Holders, in respect of each $1,000 Principal Amount of Notes being converted, a number of shares of Common Stock equal to the Applicable Conversion Rate, on the third Trading Day immediately following the relevant Conversion Date, together with the Early Conversion Payment, if applicable.
Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a).
Settlement Upon Conversion. (A) Conversion Consideration.
Settlement Upon Conversion. (A) Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination of cash and Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
