Conversion Upon Fundamental Change. (i) If the Reference Price in connection with a Fundamental Change is less than the then applicable Conversion Price, a Holder may convert each share of Series D during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of such Fundamental Change at an adjusted conversion price equal to the greater of (1) the Reference Price and (2) $12.6250, subject to adjustment as described herein (the “Base Price”). The date of such conversion upon a Fundamental Change is referred to herein as the “Fundamental Change Conversion Date.”
Conversion Upon Fundamental Change. The conversion by the Holder following its receipt of a Fundamental Change Company Notice during the Fundamental Change Conversion/Repurchase Period shall be a "FUNDAMENTAL CHANGE CONVERSION". In connection with a Fundamental Change Conversion, the Holder shall be entitled to receive the Make-Whole Premium with respect to any Conversion Amount converted in accordance with Section 3(c).
Conversion Upon Fundamental Change. In connection with the occurrence of a fundamental change, holders that convert their Series A Convertible Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 15 days after such effective date, will receive, for each share of Series A Convertible Preferred Stock, a number of shares of the Issuer’s common stock equal to the greater of (i) the then-applicable conversion rate, plus a number of additional shares of the Issuer’s common stock, if any, determined pursuant to the table set forth opposite the caption “Make-Whole Premium for Conversion upon a Fundamental Change” below and (ii) $10,000 divided by the greater of (a) the applicable “stock price” (as defined under “Description of Series A Convertible Preferred Stock—Make-Whole Premium for Conversion Upon a Fundamental Change” in the Preliminary Prospectus Supplement) and (b) $7.19 per share (subject to adjustment at the same time as, and in a manner inverse to, any adjustment to the conversion rate). Make-Whole Premium for Conversion upon a Fundamental Change: The following table sets forth the additional number of shares of the Issuer’s common stock (or make-whole premium) for each share of Series A Convertible Preferred Stock converted as described above in the provisions opposite the caption “Conversion Upon Fundamental Change” for each hypothetical stock price and effective date set forth below: Stock Price on Effective Date Effective Date $14.38 $15.00 $17.50 $18.00 $20.00 $23.40 $25.00 $30.00 $40.00 $50.00 $75.00 $125.00 August 18, 2014 139.85 139.85 125.84 121.54 106.74 88.06 81.23 65.10 45.94 34.95 20.79 9.71 August 15, 2015 139.85 137.51 112.25 108.18 94.28 76.97 70.73 56.20 39.38 29.92 17.88 8.51 August 15, 2016 139.85 122.31 97.81 93.90 80.70 64.63 58.97 46.11 31.87 24.16 14.52 7.05 August 15, 2017 139.85 118.57 83.01 79.11 66.10 50.08 45.62 34.43 23.15 17.47 10.57 5.24 August 15, 2018 139.85 114.84 68.73 64.49 50.41 34.52 29.52 19.99 12.62 9.51 5.83 2.95 August 15, 2019 and thereafter 139.85 111.11 60.54 55.62 38.38 0.00 0.00 0.00 0.00 0.00 0.00 0.00 The exact stock price and effective dates may not be set forth on the table, in which case: (a) if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the make-whole premium will be determined by straight-line interpolation between the make-whole premium amounts set forth for the higher and lower stock price...
Conversion Upon Fundamental Change. In connection with the occurrence of a fundamental change, the Company will permit conversion of its Series A Convertible Preferred Stock by the holders thereof during the period beginning on the effective date of the fundamental change and ending on the date that is 15 days after such effective date, with converting holders receiving, for each share of Series A Convertible Preferred Stock, the greater of (1) a number of shares of Common Stock equal to the then-applicable conversion rate, plus a make-whole premium, if any, and (2) a number of shares of Common Stock calculated by dividing the liquidation preference with the greater of (A) the average of the daily volume weighted average price of Common Stock on each of the ten consecutive trading days ending on the trading day immediately preceding the effective date of such fundamental change and (B) $1.67. Make-Whole Premium for Conversion upon a Fundamental Change: The following table sets forth the additional number of shares of Common Stock (or make-whole premium) for each share of Series A Convertible Preferred Stock so converted for each hypothetical stock price and effective date set forth below: Stock Price on Effective Date Effective Date $5.00 $5.25 $5.50 $6.00 $6.75 $7.80 $9.00 $12.00 $15.00 $18.50 $22.50 $30.00 October 17, 2012 333.32 333.05 332.77 293.27 248.55 203.31 166.42 109.14 75.74 50.95 32.70 13.52 October 15, 2013 333.32 322.81 299.85 261.74 218.82 176.89 144.02 94.69 66.37 45.25 29.49 12.48 October 15, 2014 333.32 289.09 265.09 225.95 183.48 144.44 115.90 76.00 53.84 37.31 24.81 10.91 October 15, 2015 333.32 259.08 232.43 189.32 144.09 105.89 81.46 52.42 37.47 26.35 17.89 8.20 October 15, 2016 333.32 241.02 209.98 158.25 103.09 60.03 38.96 23.58 17.03 12.13 8.40 4.08 October 15, 2017 and thereafter 333.32 240.05 207.34 150.02 79.56 0.00 0.00 0.00 0.00 0.00 0.00 0.00 The exact stock price and effective dates may not be set forth on the table, in which case: (a) if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the make-whole premium will be determined by straight-line interpolation between the make-whole premium amounts set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; (b) if the stock price is in excess of $30.00 per share (subject to certain adjustments), then no make-whole premium amount will be paid; and (c) if the stock price is less than $5.00 ...
Conversion Upon Fundamental Change. In lieu of receiving the make-whole shares, if the reference price in connection with a make-whole acquisition is less than $9.26, subject to adjustment (a “Fundamental Change”), a holder may elect to convert each share of Series G Preferred Stock during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of the Fundamental Change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $4.63, subject to adjustment (the “Base Price”). If the reference price is less than the Base Price, holders will receive a maximum of 5,399.5680 Common Shares per share of Series G Preferred Stock (equivalent to approximately 21.5983 Common Shares per Depositary Share), subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Series G Preferred Stock. In lieu of issuing Common Shares upon conversion in the event of a Fundamental Change, Fifth Third may at its option, and if Fifth Third obtains any necessary regulatory approval, make a cash payment equal to the reference price for each Common Share otherwise issuable upon conversion.
Conversion Upon Fundamental Change. (a) If a Fundamental Change occurs at any time after the initial issuance of the Bonds up to, and including, the 25th Scheduled Trading Day immediately preceding September 15, 2013, then, regardless whether Shareholder Conversion Approval has been obtained, but subject to the automatic cash settlement provisions set forth in Section 5.1 hereof and the cash true-up provisions set forth in Section 5.2 hereof, Holders of the Bonds shall be permitted to convert their Bonds, in whole or in part (“Fundamental Change Conversion”), at any time during the period beginning on, and including, the Effective Date of such Fundamental Change and ending on, but excluding, the earlier of (i) September 15, 2013 and (ii) the date that is 20 Business Days after the Effective Date of such Fundamental Change (the “Fundamental Change Conversion Period”) at the Fundamental Change Conversion Rate, plus an amount payable in cash equal to accrued and unpaid interest (including Deferred Interest) to, but excluding, the date of such conversion, plus an amount payable in cash equal to the present value of all remaining interest payments on the Bonds, including the interest payment due on September 15, 2013 (but excluding any accrued and unpaid interest to the date of conversion), computed using a discount rate equal to the Treasury Yield plus 50 basis points.
Conversion Upon Fundamental Change. If the reference price in connection with a fundamental change is less than the applicable conversion price, a holder may elect to convert each share of Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 30 calendar days after the effective date of such fundamental change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $6.28, which is 50% of the closing price of the common stock on the date of the prospectus supplement, subject to anti-dilution adjustments (the “base price”). If the reference price is less than the base price, holders will receive a maximum of 159.2357 shares of common stock per share of Preferred Stock, subject to anti-dilution adjustments, which may result in a holder receiving value that is less than the liquidation preference of the Preferred Stock. Limitation on Beneficial Ownership: Yes, as described in Preliminary Prospectus Supplement.
Conversion Upon Fundamental Change. (i) If the Reference Price in connection with a Fundamental Change is less than the then applicable Conversion Price, a Holder may convert each share of Series B during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of such Fundamental Change at an adjusted conversion price equal to the greater of (1) the Reference Price and (2) $12.6250, subject to adjustment as described herein (the “Base Price”), provided that, notwithstanding anything herein to the contrary, prior to the receipt of Stockholder Approval, any conversion in connection with a Fundamental Change shall be limited to conversion into such number of shares of Common Stock so that such conversion would not result in a Violation. The date of such conversion upon a Fundamental Change is referred to herein as the “Fundamental Change Conversion Date.”
Conversion Upon Fundamental Change. If delisting occurs or in lieu of receiving the make-whole shares, if the reference price in connection with a make-whole acquisition is less than the applicable conversion price (each, a “fundamental change”), a holder may elect to convert Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 30 days after the effective date of such fundamental change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $5.50, which is 50% of the public offering price in the concurrent offering of the Issuer’s common stock, subject to adjustment (the “base price”). If the reference price is less than the base price, holders will receive a maximum of 9.0909 shares of common stock per share of Preferred Stock, subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Preferred Stock. In lieu of issuing common stock upon conversion in the event of a fundamental change (other than a delisting), the Issuer may at its option make a cash payment equal to the reference price for each share of common stock otherwise issuable upon conversion.
Conversion Upon Fundamental Change. In lieu of receiving the make-whole shares, if the reference price in connection with a make-whole acquisition is less than the applicable conversion price (a "fundamental change"), a holder may elect to convert Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 30 days after the effective date of such fundamental change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $19.95, which is 50% of the closing price of the Issuer's common stock on the date of the prospectus supplement, subject to adjustment (the "base price"). If the reference price is less than the base price, holders will receive a maximum of 50.1253 shares of common stock per share of Preferred Stock, subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Preferred Stock Make-whole Shares Upon Certain Acquisitions: The following table sets forth the number of make-whole shares per share of Preferred Stock for each stock price and effective date set forth below: Effective Date $40.00 $41.00 $42.00 $44.00 $47.00 $50.00 $60.00 $80.00 $110.00 $150.00 $200.00 1/24/2008 5.0000 4.7993 4.6190 4.2023 3.6851 3.2540 2.1450 1.0450 0.5164 0.2765 0.1468 1/30/2009 5.0000 4.7512 4.4643 4.1386 3.5702 3.1760 2.0317 0.9563 0.4682 0.2480 0.1285 1/30/2010 5.0000 4.6439 4.2929 3.9886 3.3830 2.9300 1.7617 0.6462 0.2287 0.1033 0.0390 1/30/2011 5.0000 4.6049 4.2429 3.9250 3.3170 2.8040 1.5650 0.5300 0.1964 0.1067 0.0500 1/30/2012 5.0000 4.5780 4.2405 3.8386 3.2596 2.5840 1.2667 0.2313 0.0755 0.0429 0.0206 1/30/2013 5.0000 4.5366 4.2214 3.7932 3.1660 2.5260 1.0217 0.0000 0.0000 0.0000 0.0000 Thereafter................. 5.0000 4.5366 4.2214 3.7932 3.1660 2.5260 1.0217 0.0000 0.0000 0.0000 0.0000 The exact stock price and effective dates may not be set forth in the table, in which case: if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; if the stock price is in excess of $200.00 per share (subject to adjustment), no make-whole shares will be issued upon conversion of the Preferred Stock; and if the stock price is less than $40.00 per share (sub...
