Conversion Arrangement. The Company has the option to designate a financial institution to which Securities surrendered for conversion by a Holder of Securities shall be initially offered by the Conversion Agent for exchange in lieu of the Company's converting the Securities. When a Holder surrenders Securities for conversion, the Conversion Agent shall cause the Securities first to be offered to a financial institution chosen by the Company for exchange lieu of conversion. The Company expects that when the Securities are convertible, the designated institution shall submit to the Conversion Agent a non-binding offer to accept Securities surrendered for conversion. In order to accept Securities surrendered for conversion, the designated institution must agree to exchange for such Securities a number of shares of Common Stock equal to the number of such shares the Holder of such Securities would receive upon conversion, plus cash for any fractional shares. If the institution accepts any such Securities, it shall deliver, or shall cause to be delivered on its behalf, the appropriate number of shares of Common Stock and cash to the Stock Transfer Agent or the Conversion Agent, as the case may be, and the Stock Transfer Agent or the Conversion Agent, as the case may be, shall deliver those shares or cash, as the case may be, to the Holder who surrendered the Securities. The designation of an institution to which Securities may be submitted for exchange does not require the institution to accept any Securities from the Conversion Agent. If the designated institution declines to accept any Securities in whole or in part, those Securities or parts of Securities shall be converted into shares of Common Stock as the close of business on the Business Day following the Business Day on which the Securities are surrendered for conversion. If the designated institution agrees to accept any Securities for exchange but does not timely deliver the related shares of Common Stock and cash, the Securities shall be converted and the shares of Common Stock and cash shall be delivered. Any Securities accepted for exchange by the designated institution shall remain outstanding.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (CSX Corp), Fourth Supplemental Indenture (CSX Corp)
Conversion Arrangement. The Company has the option to designate a financial institution to which Securities surrendered for conversion by a Holder of Securities shall be initially offered by the Conversion Agent for exchange in lieu of the Company's converting the Securities. When a Holder surrenders Securities for conversion, the Conversion Agent shall cause the Securities first to be offered to a financial institution chosen by the Company for exchange lieu of conversion. The Company expects that when the Securities are convertible, the designated institution shall submit to the Conversion Agent a non-binding offer to accept Securities surrendered for conversion. In order to accept Securities surrendered for conversion, the designated institution must agree to exchange for such Securities a number of shares of Common Stock equal to the number of such shares the Holder of such Securities would receive upon conversion, plus cash for any fractional shares. If the institution accepts any such Securities, it shall deliver, or shall cause to be delivered on its behalf, deliver the appropriate number of shares of Common Stock and cash to the Stock Transfer Conversion Agent or and the Conversion Agent, as the case may be, and the Stock Transfer Agent or the Conversion Agent, as the case may be, shall deliver those shares or cash, as the case may be, to the Holder who surrendered the Securities. The designation of an institution to which Securities may be submitted for exchange does not require the institution to accept any Securities from the Conversion Agent. If the designated institution declines to accept any Securities in whole or in part, those Securities or parts of Securities shall be converted into shares of Common Stock as the close of business on the Business Day following the Business Day on which the Securities are surrendered for conversion. If the designated institution agrees to accept any Securities for exchange but does not timely deliver the related shares of Common Stock and cashcommon shares, the Securities shall be converted and the shares of Common Stock and cash shall be delivered. Any Securities accepted for exchange by the designated institution shall remain outstanding.
Appears in 2 contracts
Samples: Indenture (Best Buy Co Inc), Indenture (Best Buy Co Inc)
Conversion Arrangement. The Company has the option to designate a financial institution to which Securities surrendered for conversion by a Holder of Securities shall will be initially offered by the Conversion Agent for exchange in lieu of the Company's converting the Securities. When a Holder surrenders Securities for conversion, the Conversion Agent shall will cause the Securities first to be offered to a financial institution chosen by the Company for exchange lieu of conversion. The Company expects that when the Securities are convertible, the designated institution shall will submit to the Conversion Agent a non-binding offer to accept Securities surrendered for conversion. In order to accept Securities surrendered for conversion, the designated institution must agree to exchange for such Securities a number of shares of Common Stock equal to the number of such shares the Holder of such Securities would receive upon conversion, plus cash for any fractional shares. If the institution accepts any such Securities, it shall deliver, or shall cause to be delivered on its behalf, will deliver the appropriate number of shares of Common Stock and cash to the Stock Transfer Conversion Agent or and the Conversion Agent, as the case may be, and the Stock Transfer Agent or the Conversion Agent, as the case may be, shall will deliver those shares or cash, as the case may be, to the Holder who surrendered the Securities. The designation of an institution to which Securities may be submitted for exchange does not require the institution to accept any Securities from the Conversion Agent. If the designated institution declines to accept any Securities in whole or in part, those Securities or parts of Securities shall will be converted into shares of Common Stock as the close of business on the Business Day following the Business Day on which the Securities are surrendered for conversion. If the designated institution agrees to accept any Securities for exchange but does not timely deliver the related shares of Common Stock and cashcommon shares, the Securities shall will be converted and the shares of Common Stock and cash shall will be delivered. Any Securities accepted for exchange by the designated institution shall will remain outstanding.
Appears in 1 contract
Samples: Indenture (Baxter International Inc)