Adjustment to Conversion Rate upon Conversion upon a Make Sample Clauses

Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change If and only to the extent a holder elects to convert its notes in connection with a make-whole fundamental change (as defined under “Description of Notes-Conversion Rights-Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change” in the Preliminary Prospectus Supplement), the Issuer will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock. The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of notes for conversions in connection with a make-whole fundamental change for each stock price and effective date set forth below: Stock Price Effective Date $10.93 $12.02 $12.25 $12.50 $12.75 $13.00 $13.50 $14.00 October 2, 2017 8.2966 3.4002 2.6498 1.9352 1.3176 0.7908 0.0570 0.0000 October 1, 2018 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2019 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2020 8.2966 3.2138 2.4563 1.7592 1.1859 0.6985 0.0407 0.0000 October 1, 2021 8.2966 2.6539 1.8914 1.2240 0.7129 0.3485 0.0148 0.0000 October 1, 2022 8.2966 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year • If the stock price is greater than $14.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. • If the stock price is less than $10.93 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 91.4913 shares of common stock, subject to adjustment in the same manner as the conversion rate as set forth under “Description of Notes-Conversion Rights-Conversion Rate A...
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Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change on or after the Qualified IPO or a Provisional Redemption.
Sample 1Sample 2Sample 3
Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change or Redemption Notice 38 Section 4.04. Conversion Rate Adjustments 40 Section 4.05. Adjustments of Prices 48 Section 4.06. Recapitalizations, Reclassifications and Changes of the Class A Common Stock 48 Section 4.07. Cancellation of Converted Securities 50 Section 4.08. Stockholders Rights 51 Section 4.09. Trustee’s Disclaimer 52 Section 4.10. Exchange in Lieu of Conversion 52 Section 4.11. Shares to be Fully Paid and Reserved 53
Sample 1
Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change If and only to the extent a holder elects to convert its notes in connection with a make-whole fundamental change (as defined under “Description of Notes—Conversion Rights—Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change” in the Preliminary Prospectus Supplement), the Issuer will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock. The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of notes for conversions in connection with a make-whole fundamental change for each stock price and effective date set forth below: Stock Price Effective Date $2.69 $2.96 $3.05 $3.15 $3.25 $3.40 $3.50 $4.00 September 14, 2021 33.7952 15.3986 11.1377 7.3460 4.4400 1.5088 0.4371 0.0000 September 15, 2022 33.7952 13.2297 8.7934 5.0190 2.3631 0.3471 0.0343 0.0000 September 15, 2023 33.7952 8.9291 4.7869 1.8571 0.4554 0.0206 0.0000 0.0000 September 15, 2024 33.7952 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock price and effective date may not be set forth in the table above, in which case: • If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable. • If the stock price is greater than $4.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. • If the stock price is less than $2.69 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. 38 LEGAL\53992460\3 Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 371.7472 shares of common stock, subject to adjustment in the same manner as the conversion rate as set forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Prospectus Supplement.
Sample 1

Related to Adjustment to Conversion Rate upon Conversion upon a Make

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Conversion upon Redemption If the Company calls any Note for Redemption, then the Holder of such Note may convert such Note at any time before the Close of Business on the Business Day immediately before the related Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full).

  • 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

  • Automatic Conversion upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to Holder.

  • Adjustments to Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Conversion Procedure; Settlement Upon Conversion (a) Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section 14.02.

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such Conversion Shares by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Debenture in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Debenture with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Conversion Shares upon conversion of this Debenture as required pursuant to the terms hereof.

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Calculation of Conversion Price The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “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 Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBB 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 OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

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