Application of Conversion Amounts Sample Clauses

Application of Conversion Amounts. Any amounts converted by the Holder pursuant to Section 2.1(b) shall be deemed to constitute payments of, or applied against, (i) first, outstanding fees, (ii) second, accrued interest on the Principal Amount, and (iii) third, the Principal Amount.
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Application of Conversion Amounts. Unless otherwise specified by any Lender or set forth herein, any amounts converted by any Lender pursuant to subsection (i) or paid by the Borrower shall be deemed to constitute payments of and applied, (1) first, to any amounts owed other than accrued and unpaid Interest, (2) second, against accrued and unpaid Interest, and (3) third, against the Principal.
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Application of Conversion Amounts. Any amounts converted by the Holder pursuant to Sections 2.1 or 3 hereof, shall be deemed to constitute payments of, or applied against, (i) first, outstanding fees, (ii) second, accrued interest on the Principal Amount, and (iii) third the Principal Amount.
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Application of Conversion Amounts. Any amounts paid in shares of Common Stock pursuant to Section 2.1(b) shall be deemed to constitute payments of, or applied against, (i) first, outstanding fees, (ii) second, accrued interest on the Amortizing Principal Xxxxxx, and (iii) third, Amortizing Principal Xxxxxx.
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Application of Conversion Amounts. Any amounts converted by the Holder pursuant to Section 2.1 (a), (b), or (c) shall be deemed to constitute payments of, or applied against, (i) first, outstanding fees, (ii) second, accrued interest on the Amortizing Principal Xxxxxx, and (iii), the Amortizing Principal Xxxxxx. Any amounts converted by the Holder pursuant to a Repayment Notice pursuant to Section 2.1(d) shall be deemed to constitute payments of, or applied against, (i) first, outstanding fees, (ii) second, accrued interest on the portion of the Non-Amortizing Principal Amount that is subject to the Repayment Notice, and third, (iii) the Non Amortizing Principal Amount.
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Application of Conversion Amounts. Any principal amount which the Holder converts in accordance with this Section 2 will be deducted first from the last scheduled payment of principal due under this Note (i.e., the principal amount payable on the Maturity Date), and then sequentially from the immediately preceding payments of principal due under this Note (i.e., the Installment Amounts and the Mandatory Early Redemption Amount), unless the Holder specifies otherwise in a Conversion Notice (in which case, the principal which Holder converts in accordance herewith shall be applied as so specified in such Conversion Notice). d. Each of the Buyers, severally and not jointly, hereby agrees with the Company that, as of the date first above written, each of the 2005 Notes is hereby amended to insert the following sentence in Section 2(f)(i) of each of the 2005 Notes, such sentence to immediately follow the initial sentence thereof and to read in its entirety as follows: “Notwithstanding the foregoing, this Section 2(f)(i) shall be of no force or effect on or after the date of the November 2007 Amendment (the “November Amendment Date”) unless and until an Event of Default or a Triggering Event shall have occurred after such date.” e. Each of the Buyers, severally and not jointly, hereby agrees with the Company that, as of the date first above written, each of the 2005 Notes is hereby amended to insert the following sentence in Section 2(f)(iii) of each of the 2005 Notes, such sentence to immediately follow the last sentence thereof and to read in its entirety as follows: “Notwithstanding the foregoing, this Section 2(f)(iii) shall be of no force or effect on or after the November Amendment Date unless and until an Event of Default or a Triggering Event shall have occurred after such date.” f. Each of the Buyers, severally and not jointly, hereby agrees with the Company that, as of the date first above written, each of the 2005 Notes is hereby amended to insert a new subsection (vi) in Section 2(f) of each of the 2005 Notes, such paragraph to immediately follow Section 2(f)(v) and to read in its entirety as follows:
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Application of Conversion Amounts. Any amounts converted by the Holder pursuant to Section 2.1(b) or (c) shall be deemed to constitute payments of, or applied against, first outstanding fees, second, accrued interest, and then principal.
Sample 1
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Application of Conversion Amounts. Unless otherwise specified in writing by the Holder of any Security, any principal of such Security which such Holder converts in accordance with this Article 12 (other than on an Installment Date pursuant to an Installment Conversion) shall be deducted first from the Installment Amount relating to the latest Installment Date (i.e., nearest to the Maturity Date) with respect to which Installment Amounts remain outstanding and then sequentially from the immediately preceding Installment Amounts or, at the written election of such Holder, first from any principal of such Security as to which notice of redemption has been given in accordance with this Indenture but which has not yet been redeemed, and then in accordance with the foregoing. Notwithstanding the foregoing, unless otherwise specified in writing by such Holder, (a) any principal of any Security that is converted after the delivery to such Holder of an Installment Conversion Notice and prior to the applicable Installment Date shall first be deducted from the Installment Amount of such Security to be converted (or redeemed) on such Installment Date and then in accordance with the preceding sentence.
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Related to Application of Conversion Amounts

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided: (a) the Company shall compute the adjusted conversion price in accordance with Section 14.04 and shall prepare a certificate signed by the Treasurer or other appropriate officer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with the Conversion Agent at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02; and (b) a notice stating that the conversion price has been adjusted and setting forth the adjusted conversion price shall be required, and as soon as practicable after it is required, such notice shall be delivered electronically or mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided: (1) the Company shall compute the adjusted Conversion Rate in accordance with Section 12.4 and shall prepare a certificate signed by the Chief Financial Officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and (2) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all Holders in accordance with Section 1.6. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any Holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge of remains in effect.

  • Reservation of Conversion Shares The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion.

  • Manner of Conversion The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

  • Form of Conversion Notice To Citizens Utility Company: The undersigned Holder of this Debenture hereby irrevocably exercises the option to convert this Debenture (or a portion thereof, which is $50.00 or an integral multiple thereof, designated below), into shares of Common Stock Series A of the Company or other securities or other property or cash in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares, other securities, other property or cash issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to the undersigned unless a different name has been indicated below. If shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Dated: ------------------------------ Signature (for exchange only) ------------------------------ (Name) ------------------------------ (Address) ------------------------------ Please print name and address (including zip code or similar number) Fill in for registration of shares Principal Amount of Debentures or other securities and/or Debentures to be converted in an integral if to be issued otherwise than to the multiple of $50.00, if less Holder: than all: ------------------------------------- (Name) $ _____________________________ ------------------------------------- (Address) ------------------------------------- Please print name and address (including zip code or similar number) Statement of Common Definitions Exhibit B

  • Effect of Conversion All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 5.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

  • Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

  • Delivery of Conversion Shares Upon Conversion Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Taxes on Conversion If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon such conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificate representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulation.

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