Common use of Company Conversion Right Clause in Contracts

Company Conversion Right. (a) If the Last Reported Sale Price per ADS (or, if the ADSs are no longer traded on The Nasdaq Global Select Market, of the Ordinary Shares) equals or exceeds two hundred percent (200%) of the Conversion Price (the relevant “Agreed Threshold”) on any forty-five Trading Days (whether or not consecutive) during any ninety consecutive Trading Day period beginning on or after the third (3rd) anniversary of the date of these Conditions (such ninety consecutive Trading Day period being the relevant “Company Conversion Qualification Period”), subject to any antitrust or foreign investment approvals required to be obtained by a Holder in connection with a Company Conversion (so long as such Holder is diligently seeking to obtain such approvals), then, the Company shall have the right (but not the obligation), by providing written notice, to force the conversion of any Notes which remain outstanding on the Conversion Date (subject to the immediately following sentence) into Conversion Securities at the then applicable Conversion Rate (the “Company Conversion Notice” and, the conversion of Notes pursuant to this Section 11.03(a), the “Company Conversion”), which Company Conversion Notice must be delivered within five Business Days of the last Trading Day of the Company Conversion Qualification Period. The Conversion Date with respect to any such Company Conversion will be a date specified by the Company in the Company Conversion Notice to the Holders, which shall be a Business Day that is no less than 100 calendar days and no more than 110 calendar days, or a date otherwise required by applicable law, after the date of the Company Conversion Notice (the “Company Conversion Date”). (b) A Company Conversion will have the same effect as a conversion of the applicable outstanding principal amount of the Notes effected at the Holder’s election pursuant to Article XI (Conversion of Notes) with a Conversion Date occurring on the Company Conversion Date; provided that, for the purposes of this Section 11.03, such “outstanding principal amount” shall include the Make-Whole Amount calculated as of the Company Conversion Date. No Holders will be required to deliver a Conversion Notice. (c) For the avoidance of doubt, the Company’s right to effect a Company Conversion is subject to the Holders’ right to convert the Notes at any time prior to the close of business on the tenth Business Day preceding the Company Conversion Date pursuant to Article XI hereof.

Appears in 2 contracts

Samples: Subscription Agreement (Oatly Group AB), Subscription Agreement (Oatly Group AB)

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Company Conversion Right. (a) If the Last Reported Sale Price per ADS (or, if the ADSs are no longer traded on The Nasdaq Global Select Market, of the Ordinary Shares) equals or exceeds two hundred percent (200%) of the Conversion Price (the relevant “Agreed Threshold”) on any forty-five Trading Days (whether or not consecutive) during any ninety consecutive Trading Day period beginning on or after the third (3rd) anniversary of the date of these Conditions this Indenture (such ninety consecutive Trading Day period being the relevant “Company Conversion Qualification Period”), subject to any antitrust or foreign investment approvals required to be obtained by a Holder in connection with a Company Conversion (so long as such Holder is diligently seeking to obtain such approvals), ) then, the Company shall have the right (but not the obligation), by providing written noticenotice to the Holders, the Trustee and the Conversion Agent within five Business Days of the last Trading Day of the Company Conversion Qualification Period, to force the conversion of any Notes which remain outstanding on the Conversion Date (subject to the immediately following sentence) into Conversion Securities at the then applicable Conversion Rate (the “Company Conversion Notice” and, the conversion of Notes pursuant to this Section 11.03(a13.03(a), the “Company Conversion”), which . If fewer than all of the outstanding Notes are to be converted pursuant to a Company Conversion Notice must and the Notes to be delivered within five Business Days redeemed are Global Notes, the Notes to be converted shall be selected by the Depositary in accordance with the applicable procedures of the last Trading Day Depositary. If fewer than all of the Company Conversion Qualification Periodoutstanding Notes are to be converted and the Notes to be converted are not Global Notes, the Notes to be converted will be selected by the Trustee pro rata, by lot or in such other manner as it shall deem appropriate and fair. The Conversion Date with respect to any such Company Conversion will be a date specified by the Company in the Company Conversion Notice to the HoldersHolders (with a copy to the Trustee and the Conversion Agent), which shall be a Business Day that is no less than 100 calendar days and no more than 110 calendar days, or a date otherwise required by applicable law, after the date of the Company Conversion Notice (the “Company Conversion Date”). (b) A Company Conversion will have the same effect as a conversion of the applicable outstanding principal amount of the Notes effected at the Holder’s election pursuant to Article XI XIII (Conversion of Notes) with a Conversion Date occurring on the Company Conversion Date; provided that, for the purposes of this Section 11.0313.03, such “outstanding principal amount” shall include the Make-Whole Amount calculated as of the Company Conversion Date. No Prior to the Resale Restriction Termination Date, each Holder agrees to use its reasonable best efforts, upon request of the Trustee, to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to facilitate any Company Conversion. Each Holder shall be obligated to return Physical Notes in such Holders will be required possession or to deliver a Conversion Noticeotherwise cause the return of interests in Global Notes in accordance with the applicable procedures of the Depositary. (c) For the avoidance of doubt, the Company’s right to effect a Company Conversion is subject to the Holders’ right to convert the Notes at any time prior to the close of business on the tenth Business Day preceding the Company Conversion Date pursuant to Article XI XIII hereof.

Appears in 1 contract

Samples: Indenture Agreement (Oatly Group AB)

Company Conversion Right. (a) If the Last Reported Sale Price per ADS (or, if the ADSs are no longer traded on The Nasdaq Global Select Market, of the Ordinary Shares) equals or exceeds two hundred percent (200%) of the Conversion Price (the relevant “Agreed Threshold”) on any forty-five Trading Days (whether or not consecutive) during any ninety consecutive Trading Day period beginning on or after the third (3rd) anniversary of the date of these Conditions this Indenture (such ninety consecutive Trading Day period being the relevant “Company Conversion Qualification Period”), subject to any antitrust or foreign investment approvals required to be obtained by a Holder in connection with a Company Conversion (so long as such Holder is diligently seeking to obtain such approvals), ) then, the Company shall have the right (but not the obligation), by providing written noticenotice to the Holders, the Trustee and the Conversion Agent within five Business Days of the last Trading Day of the Company Conversion Qualification Period, to force the conversion of any Notes which remain outstanding on the Conversion Date (subject to the immediately following sentence) into Conversion Securities at the then applicable Conversion Rate (the “Company Conversion Notice” and, the conversion of Notes pursuant to this Section 11.03(a13.03(a), the “Company Conversion”), which . If fewer than all of the outstanding Notes are to be converted pursuant to a Company Conversion Notice must and the Notes to be delivered within five Business Days redeemed are Global Notes, the Notes to be converted shall be selected by the Depositary in accordance with the applicable procedures of the last Trading Day Depositary. If fewer than all of the Company Conversion Qualification Periodoutstanding Notes are to be converted and the Notes to be converted are not Global Notes, the Notes to be converted will be selected by the Trustee pro rata, by lot or in such other manner as it shall deem appropriate and fair. The Conversion Date with respect to any such Company Conversion will be a date specified by the Company in the Company Conversion Notice to the HoldersHolders (with a copy to the Trustee and the Conversion Agent), which shall be a Business Day that is no less than 100 calendar days and no more than 110 calendar days, or a date otherwise required by applicable law, after the date of the Company Conversion Notice (the “Company Conversion Date”). (b) A Company Conversion will have the same effect as a conversion of the applicable outstanding principal amount of the Notes effected at the Holder’s election pursuant to Article XI (Conversion of Notes) with a Conversion Date occurring on the Company Conversion Date; provided that, for the purposes of this Section 11.03, such “outstanding principal amount” shall include the Make-Whole Amount calculated as of the Company Conversion Date. No Holders will be required to deliver a Conversion Notice. (c) For the avoidance of doubt, the Company’s right to effect a Company Conversion is subject to the Holders’ right to convert the Notes at any time prior to the close of business on the tenth Business Day preceding the Company Conversion Date pursuant to Article XI hereof.

Appears in 1 contract

Samples: Indenture Agreement (Oatly Group AB)

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Company Conversion Right. (a) If the Last Reported Sale Price per ADS (or, if the ADSs are no longer traded on The Nasdaq Global Select Market, of the Ordinary Shares) equals or exceeds two hundred percent (200%) of the Conversion Price (the relevant “Agreed Threshold”) on any forty-five Trading Days (whether or not consecutive) during any ninety consecutive Trading Day period beginning on or after the third (3rd) anniversary of the date of these Conditions March 23, 2026 (such ninety consecutive Trading Day period being the relevant “Company Conversion Qualification Period”), subject to any antitrust or foreign investment approvals required to be obtained by a Holder in connection with a Company Conversion (so long as such Holder is diligently seeking to obtain such approvals), ) then, the Company shall have the right (but not the obligation), by providing written noticenotice to the Holders, the Trustee and the Conversion Agent within five Business Days of the last Trading Day of the Company Conversion Qualification Period, to force the conversion of any Notes which remain outstanding on the Conversion Date (subject to the immediately following sentence) into Conversion Securities at the then applicable Conversion Rate (the “Company Conversion Notice” and, the conversion of Notes pursuant to this Section 11.03(a13.03(a), the “Company Conversion”), which . If fewer than all of the outstanding Notes are to be converted pursuant to a Company Conversion Notice must and the Notes to be delivered within five Business Days redeemed are Global Notes, the Notes to be converted shall be selected by the Depositary in accordance with the applicable procedures of the last Trading Day Depositary. If fewer than all of the Company Conversion Qualification Periodoutstanding Notes are to be converted and the Notes to be converted are not Global Notes, the Notes to be converted will be selected by the Trustee pro rata, by lot or in such other manner as it shall deem appropriate and fair. The Conversion Date with respect to any such Company Conversion will be a date specified by the Company in the Company Conversion Notice to the HoldersHolders (with a copy to the Trustee and the Conversion Agent), which shall be a Business Day that is no less than 100 calendar days and no more than 110 calendar days, or a date otherwise required by applicable law, after the date of the Company Conversion Notice (the “Company Conversion Date”). (b) A Company Conversion will have the same effect as a conversion of the applicable outstanding principal amount of the Notes effected at the Holder’s election pursuant to Article XI XIII (Conversion of Notes) with a Conversion Date occurring on the Company Conversion Date; provided that, for the purposes of this Section 11.0313.03, such “outstanding principal amount” shall include the Make-Whole Amount calculated as of the Company Conversion Date. No Prior to the Resale Restriction Termination Date, each Holder agrees to use its reasonable best efforts, upon request of the Trustee, to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to facilitate any Company Conversion. Each Holder shall be obligated to return Physical Notes in such Holders will be required possession or to deliver a Conversion Noticeotherwise cause the return of interests in Global Notes in accordance with the applicable procedures of the Depositary. (c) For the avoidance of doubt, the Company’s right to effect a Company Conversion is subject to the Holders’ right to convert the Notes at any time prior to the close of business on the tenth Business Day preceding the Company Conversion Date pursuant to Article XI XIII hereof.

Appears in 1 contract

Samples: Indenture Agreement (Oatly Group AB)

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