Common use of Conversion Privilege and Conversion Price Clause in Contracts

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time after the date of original issuance of Securities under this Indenture at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable Common Shares (calculated as to each conversion to the nearest 1/100 of a share), at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 13, 2003. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day next preceding the applicable Redemption Date, unless the Company defaults in making the payment due upon redemption. A Security for which a Holder has delivered a Repurchase Event purchase notice exercising the option of such holder to require the Company to repurchase such Security pursuant to Article Fourteen may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Company prior to the close of business on the Business Day immediately preceding the Repurchase Date. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $8.5406 per share. The conversion price shall be adjusted in certain instances as provided in Section 1304.

Appears in 1 contract

Samples: Indenture (North American Vaccine Inc)

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Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this ArticleArticle Four, at the option of the Holder thereofholder, any Security Debenture, or any portion of the principal amount thereof which equals is $1,000 25.00 or any an integral multiple thereof may be converted of $25.00, may, at any time after the date of original issuance of Securities under this Indenture at the principal amount thereofduring usual business hours prior to September 30, 2006 (or of if such portion thereof, into fully paid and nonassessable Common Shares (calculated as to each conversion to the nearest 1/100 of a share), at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 13, 2003. In case a Security Debenture or portion thereof is called for redemptionredemption prior to September 30, such conversion right 2006, then in respect of the Security such Debenture or portion so called thereof to and including but not after the close of business on the date fixed for such redemption unless the Company shall expire default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the Business Day next preceding the applicable Redemption Datedate such default is cured and such Debenture is redeemed), unless be converted into fully paid and nonassessable shares of Common Stock of the Company defaults at the equivalent conversion rate in making effect for the payment due upon redemption. A Security for which a Holder has delivered a Repurchase Event purchase notice exercising Convertible Exchangeable Preferred Stock of the option Company at the date of exchange of such Convertible Exchangeable Preferred Stock for the Debentures. If as a result of a Change in Control the holder exercises its option to require the Company to repurchase the Debenture, such Security pursuant right to Article Fourteen may be converted only if such notice is withdrawn convert shall terminate upon receipt by a the Company of written notice of withdrawal delivered by the Holder to exercise of such option unless the Company prior to shall default in making the repurchase payment when due, in which case the conversion right shall terminate at the close of business on the Business Day immediately preceding the Repurchase Datedate such default is cured and such Debenture is repurchased. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $8.5406 per share. The conversion price Conversion Rate shall be adjusted in certain instances as provided in Section 13044.04. The price at which the Company's Common Stock shall be delivered upon conversion shall be initially U.S. $13.65 per share of Common Stock. The Conversion Price shall be adjusted in certain instances as provided in Section 4.04.

Appears in 1 contract

Samples: General Datacomm Industries Inc

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this ArticleArticle XV, at the option of the Holder thereof, the Holder of any Security Note is entitled at his option, at any time prior to the close of business on March 1, 2003, subject to prior redemption or any portion repurchase, to convert such Note or portions thereof (in denominations of the principal amount thereof which equals $1,000 or any integral multiple thereof may be converted at any time after the date of original issuance of Securities under this Indenture at the principal amount multiples thereof, or of such portion thereof, ) into fully paid and nonassessable Common Shares shares (calculated as to each conversion to the nearest 1/100 1/100th of a share), ) of Common Stock of the Company at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 13, 2003. In case a Security Note or portion thereof is called for redemption, such conversion right in respect of the Security Note or portion so called for redemption shall expire at the close of business on the Business Day next preceding prior to the applicable Redemption Date, unless the Company defaults in making the payment due upon redemptionof the Redemption Price in which case the right to convert the Note or portion thereof shall terminate on the date such default is cured and such Note or portion thereof is redeemed. A Security Note for which a Holder has delivered a Repurchase Event purchase Fundamental Change repurchase notice pursuant to Section 16.2 exercising the option of such holder Holder to require the Company to repurchase such Security pursuant to Article Fourteen Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Company prior to the close of business on the Business Day immediately preceding the Repurchase Date. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion priceConversion Price") shall be initially $8.5406 U.S.$_____ per shareshare of Common Stock. The conversion price Conversion Price shall be adjusted in certain instances as provided in Section 1304this Article XV.

Appears in 1 contract

Samples: HNC Software Inc/De

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any definitive Security or any portion of the principal amount thereof which equals is U.S. $1,000 or any an integral multiple thereof of U.S. $1,000 may be converted at any time after the date of original issuance of Securities under this Indenture at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable shares of Common Shares (calculated as to each conversion to the nearest 1/100 of a share)Stock, at the conversion priceConversion Price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall shall, with respect to all Securities, commence on the 60th day following the latest date of original issuance thereof and expire at the close of business on November 13July 1, 20032005. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or the portion so called called, shall expire at the close of business on the second Business Day next preceding the applicable Redemption Date, unless the Company defaults in making the payment due upon redemption. A Security In the case of a Designated Event for which the Holder exercises its Repurchase Right with respect to a Holder has delivered a Repurchase Event purchase notice exercising Security or portion thereof, such conversion right in respect of the option Security or portion thereof shall expire upon receipt of such holder to require the Company to repurchase such Security pursuant to Article Fourteen may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by exercise of such Repurchase Right, provided that the Holder expiration of a Holder's -------- conversion right hereunder is subject to such Holder's right to revoke the Company prior to the close exercise of business on the Business Day immediately preceding the its Repurchase DateRight. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion priceConversion Price") shall be initially U.S. $8.5406 64.50 per shareshare of Common Stock. The conversion price Conversion Price shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f) and (h) of Section 130412.4.

Appears in 1 contract

Samples: Comverse Technology Inc/Ny/

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Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, the principal amount of any Security Debenture or any portion thereof which is $10,000 or an integral multiple of $10,000, together with all accrued interest on the principal amount thereof which equals $1,000 or any integral multiple thereof so converted, may be converted at any time after the date of original issuance of Securities under this Indenture at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable Common Shares non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share)) of Class A Common Stock of the Company, at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 13April 1, 20032008. In case a Security Debenture or portion thereof is called for redemption, such conversion right in respect of the Security Debenture or portion so called shall expire at the close of business on the Business Day next preceding date which is ten days prior to the applicable Redemption Date, Date unless the Company defaults in making the payment due upon redemption. A Security for which a Holder has delivered a Repurchase Event purchase notice exercising the option of such holder to require the Company to repurchase such Security pursuant to Article Fourteen may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Company prior to the close of business on the Business Day immediately preceding the Repurchase Date. The price at which shares of Class A Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $8.5406 _____ per shareshare of Class A Common Stock. The conversion price shall be adjusted periodically as set forth in the schedule set out in Section 8 of the Forms of Debenture attached hereto as Exhibits A and B. In addition, the Company reserves the right, from time to time in its discretion, to establish conversion prices per share which are less than the conversion prices so specified, which lower prices shall remain in effect for such periods as the Company may determine and as shall be set forth in the written notice to holders of Debentures required by Section 11.05. The conversion price shall also be adjusted in certain instances as provided in Section 1304this Article.

Appears in 1 contract

Samples: Indenture (Intervest Bancshares Corp)

Conversion Privilege and Conversion Price. Subject to and upon compliance with the provisions of this ArticleArticle IV, at the option of the Holder thereof, any Security Series 6-1/2% Note or any portion of the principal amount thereof which equals is $1,000 or any an integral multiple thereof of $1,000 may be converted at any time after the date of original issuance of Securities under this Indenture at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares of Common Shares Stock of the Company (calculated as to each conversion to the nearest 1/100 "Conversion Shares") at any time following the date of a share), original issuance of Series 6-1/2% Notes at the conversion price, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall expire at the close of business on November 1330, 20032006, subject, in the case of conversion of any global security, to any rules and procedures of the depositary for such security in effect from time to time (the "Applicable Procedures"). In case a Security Series 6-1/2% Note or portion thereof is has previously been called for redemptionredemption at the election of the Company, such conversion right in respect of the Security Series 6-1/2% Note or portion so called shall expire at the close of business business, New York City time, on the Business Day next preceding the applicable Redemption Date, unless the Company defaults in making the payment due upon redemptionredemption (in each case subject as aforesaid to any Applicable Procedures with respect to any global security). A Security for Series 6-1/2% Note in respect of which a Holder has delivered a Repurchase Event purchase notice Change in Control Purchase Notice (as defined in Article III hereof) exercising the option of such holder Holder to require the Company to repurchase purchase such Security pursuant to Article Fourteen Series 6-1/2% Note may be converted only if such notice is withdrawn by a written notice of withdrawal delivered by the Holder to the Company Paying Agent prior to the close of business on the Business Day immediately preceding the Repurchase Date, in accordance with the terms of this First Supplemental Indenture and the Indenture. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "conversion price") shall be initially $8.5406 $73.20 per shareshare of Common Stock. The conversion price shall be adjusted in certain instances as provided in Section 13044.04. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) or (5) of Section 4.04 (including dividends or distributions referred to in the last sentence of paragraph (4) of Section 4.04), the Holder of each Series 6-1/2% Note, upon the conversion thereof pursuant to this Article IV subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to paragraph (4) or (5) of Section 4.04, shall also be entitled to receive for each share of Common Stock into which such Series 6-1/2% Note is converted, the portion of the evidences of indebtedness, shares of capital stock, securities, cash and other property so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of a Series 6-1/2% Note described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Series 6-1/2% Note so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Holder a due bill xxx the evidences of indebtedness, shares of capital stock, securities, cash or assets to which such Holder is so entitled; provided that such due bill (x) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded and (ii) requires payment or delivery of such evidences of indebtedness, shares of capital stock, securities, cash or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

Appears in 1 contract

Samples: Checkfree Holdings Corp \Ga\

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