Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and the Certificate of Designation, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder of a Receipt shall surrender such Receipt at the Depositary Office or such other office as the Depositary may from time to time designate for such purpose, together with a notice of conversion thereof duly completed and executed and a proper assignment of such Receipt to the Company or the Transfer Agent or in blank to the Depositary or its agent, thereby instructing the Depositary to cause the conversion of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt specified in such notice of conversion into shares of Common Stock in accordance with the terms of the Certificate of Designation. If required, the holder must also pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to the Certificate of Designation or Section 3.05. Conversion of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, the Conversion Agent is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for the Convertible Preferred Stock of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and the number of shares of Common Stock to be delivered upon conversion of such shares of Convertible Preferred Stock and the amount of immediately available funds (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuable, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion Agent) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled by such Transfer Agent or other authorized agent. As promptly as practicable after such Transfer Agent or other authorized agent of the Company has received such certificates from the Conversion Agent, (a) the Company shall cause to be furnished to the Depositary a certificate or certificates evidencing such number of shares of Common Stock, and such amount of immediately available funds, if any, in lieu of receiving fractional shares as specified in a written notice from the Company and (b) the Conversion Agent is hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate or certificates evidencing the number of shares of Common Stock into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and (ii) cash in lieu of receiving fractional shares of Common Stock in accordance with Section 2.13 and which has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of Designation. In the event that optional conversion is elected by a holder of a surrendered Receipt with respect to less than all Depositary Shares evidenced by such Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates and which, if required by law in the judgment of the Company, shall be accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.
Appears in 9 contracts
Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)
Conversion at the Option of Holders. Subject (a) Each Holder shall have the right, at its option, exercisable at any time and from time to time from the Issue Date to convert, subject to the terms and conditions provisions of this Deposit Agreement Section 6, any or all of such Holder’s shares of Preferred Stock. In such case, the shares of Preferred Stock shall be converted into such whole number of fully paid and the Certificate nonassessable shares of DesignationCommon Stock as is equal, Receipts may be surrendered at any time by the holders thereof with written instructions subject to Section 6(c)(v), to the Depositary instructing it to convert any specified product of the number of shares of Convertible Preferred Stock being so converted multiplied by the quotient of (i) the Accreted Value per share of Preferred Stock then in effect plus accrued and unpaid dividends as of such date divided by (ii) the Conversion Price then in effect.
(b) The conversion right of a Holder shall be exercised by the Holder by delivery to the Company and the Transfer Agent of written notice in the form of Exhibit B (“Conversion Notice”), at any time during usual business hours of the Company and the Transfer Agent, that the Holder elects to convert all or a portion of the shares of Preferred Stock represented by Depositary Shares as evidenced by such Receipts into its related certificate and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (and cash if so required by the Company or the Transfer Agent, if any) by a written instrument or instruments of transfer in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder of a Receipt shall surrender such Receipt at the Depositary Office or such other office as the Depositary may from time to time designate for such purpose, together with a notice of conversion thereof duly completed and executed and a proper assignment of such Receipt form reasonably satisfactory to the Company or the Transfer Agent or in blank to Agent, if any, duly executed by the Depositary Holder or its agent, thereby instructing duly authorized legal representative. The Holder shall not be required to physically surrender certificates representing the Depositary Preferred Stock to cause be converted with the conversion of Conversion Notice. The Holder and the Company shall maintain records showing the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced converted by such Receipt specified in Holder and the dates of such notice of conversion into shares of Common Stock in accordance with the terms of the Certificate of Designation. If requiredconversions or shall use such other method, the holder must also pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant reasonably satisfactory to the Certificate Holder and the Company, so as not to require physical surrender of Designation or Section 3.05certificates representing the Preferred Stock upon exercise. Conversion of the Receipts will be deemed to have been effected immediately Immediately prior to the close of business on the date on of receipt by the Company and the Transfer Agent, if any, of the Conversion Notice, each converting Holder shall be deemed to be the holder of record of Common Stock issuable upon conversion of such Holder’s Preferred Stock being converted notwithstanding that the share register of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder. On the date of any conversion, all rights with respect to the shares of Preferred Stock so converted (the “Conversion Date”), including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof to (i) receive certificates for the number of whole shares of Common Stock into which the foregoing requirements shall such shares of Preferred Stock have been satisfiedconverted and cash, in lieu of any fractional shares as provided in Section 6(g) and (ii) exercise the rights to which they are entitled as holders of Common Stock. If the Conversion Date shall not be a Business Day, then such Conversion Date shall be deemed to be the next succeeding Business Day. Upon receipt by the Company of copy of a Conversion Notice, the Company shall (i) as soon as practicable, but in any event within two (2) Trading Days, provide a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, if any, which confirmation shall constitute an instruction to the Company and the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (ii) on or before the third (3rd) Trading Day following the date of receipt by the Company and the Transfer Agent of a Receiptsuch Conversion Notice (the “Share Delivery Date”), together with a notice of conversion supplied by (a) provided the holder of Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such Receipt and instructing the Conversion Agent to convert a specified aggregate number of shares of Convertible Preferred Common Stock represented by Depositary Shares as evidenced by such Receiptto which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, the Conversion Agent is hereby authorized and instructed to, and shall, as promptly as practicable, or (ab) give written notice to if the Transfer Agent for is not participating in the Convertible Preferred Stock DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered and bearing restrictive legends, if applicable, in the name of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered Holder or its designee, for conversion and the number of shares of Common Stock to which the Holder shall be delivered upon conversion of such shares of Convertible Preferred Stock and the amount of immediately available funds (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuable, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion Agent) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled by such Transfer Agent or other authorized agententitled. As promptly as practicable after such Transfer Agent or other authorized agent of the Company has received such certificates from the Conversion Agent, (a) the Company shall cause to be furnished to the Depositary a certificate or certificates evidencing such number of shares of Common Stock, and such amount of immediately available funds, if any, in lieu of receiving fractional shares as specified in a written notice from the Company and (b) the Conversion Agent is hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate or certificates evidencing If the number of shares of Common Stock into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the certificate(s) submitted for conversion is greater than the number of shares of Preferred Stock being converted, then the Company shall, as soon as practicable and in no event later than three (ii3) cash in lieu Business Days after receipt of receiving fractional the certificate(s) (the “Preferred Stock Delivery Date”) and at its own expense, instruct the Transfer Agent to issue and deliver to the Holder a new Preferred Stock certificate representing the number of shares of Preferred Stock not converted. The Person or Persons entitled to receive the shares of Common Stock in accordance with Section 2.13 and which has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office issuable upon a conversion of Preferred Stock shall be treated for all purposes as the Depositary may from time to time designate for record holder or holders of such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of Designation. In the event that optional conversion is elected by a holder of a surrendered Receipt with respect to less than all Depositary Shares evidenced by such Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by on the delivery of certificates and which, if required by law in the judgment of the Company, Conversion Date.
(c) The Conversion Price shall be accompanied by proper instruments of transfer. If such delivery is subject to be made otherwise than at the Depositary Office, such delivery shall be made, adjustment as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.follows:
Appears in 2 contracts
Samples: Merger Agreement (Chaparral Energy, Inc.), Stock Purchase Agreement (Chaparral Energy, Inc.)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Record Holder of any Receipt may, at any time that Mandatory Convertible Preferred Stock may be converted pursuant to Section 8(a) or 9(a) of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Certificate of Incorporation, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Designations) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 20 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Incorporation or Section 3.053.02. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Certificate of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Certificate of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary or Computershare, as the case may be, is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section 13(e) of the Certificate of Designations, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section 13(e) of the Certificate of Designations.
Appears in 2 contracts
Samples: Deposit Agreement (Kinder Morgan, Inc.), Deposit Agreement (Southwestern Energy Co)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and the Certificate of DesignationAuthorizing Resolutions, Receipts may be surrendered at any time prior to September 1, 2006 (the “Automatic Conversion Date”) by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Class A Common Stock (and cash in lieu of fractional shares of Class A Common Stock) at the conversion rate then in effect in respect of the Convertible Preferred Stock determined by the Company in accordance with the Certificate of DesignationAuthorizing Resolutions and as set forth in the written notice to be delivered to the Depositary from time to time pursuant to the Authorizing Resolutions by the Company. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a A holder of a Receipt shall surrender such Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, together with a notice of conversion thereof duly completed and executed and a proper assignment of such Receipt to the Company or the Transfer Agent or in blank to the Depositary or its agentblank, thereby instructing the Depositary to cause the conversion of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt specified in such notice of conversion into shares of Class A Common Stock in accordance with the terms of the Certificate of Designation. If required, the holder must also pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to the Certificate of Designation or Section 3.05. Conversion of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfiedStock. Upon receipt by the Conversion Agent Depositary of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent Depositary to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent transfer agent for the Convertible Preferred Stock of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and the number of shares of Class A Common Stock to be delivered upon conversion of such shares of Convertible Preferred Stock and the amount of immediately available funds (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in payment of any fractional shares of Class A Common Stock otherwise issuable, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, Receipt and (c) deliver to the Transfer Agent transfer agent for the Convertible Preferred Stock or any other authorized agent of the Company (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled by such Transfer Agent transfer agent or other authorized agent. As promptly as practicable after such Transfer Agent transfer agent or other authorized agent of the Company has received such certificates from the Conversion AgentDepositary, (a) the Company shall cause to be furnished to the Depositary a certificate or certificates evidencing such number of shares of Class A Common Stock, and such amount of immediately available funds, if any, in lieu of receiving fractional shares as specified in a written notice from the Company and (b) subject to the Conversion Agent next succeeding sentence, the Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary its Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Class A Common Stock into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by the such Receipt has been converted and which have been provided by the Company and Company, (ii) cash in lieu of receiving fractional shares of Class A Common Stock in accordance with Section 2.13 2.08 and which has been provided by the Company and (iii) the right to receive cash in an amount equal to all accrued and unpaid dividends on such shares of Convertible Preferred Stock to the extent specified in a written notice from the Company. Upon any optional conversion of the Convertible Preferred Stock represented by the Depositary Shares as evidenced by a Receipt, the Company shall not make any allowance, adjustment or payment with respect to dividends upon such Convertible Preferred Stock or shares of Class A Common Stock issued upon the conversion thereof, except as set forth in the Authorizing Resolutions. If Receipts are surrendered to the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for the record date with respect to any declared dividend for payment on the then-current Dividend PeriodConvertible Preferred Stock and the opening of business on the next succeeding dividend payment date, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date dividend payment date computed and paid as set forth in the Certificate of Designation, to the extent required thereunderAuthorizing Resolutions. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date record date and the opening of business on the next succeeding Dividend Payment Datedividend payment date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date dividend payment date or whether such was computed and paid as set forth in the Certificate of DesignationAuthorizing Resolutions. In the event that optional conversion is elected by a holder of a surrendered Receipt with respect to less than all Depositary Shares as evidenced by such a surrendered Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Class A Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates and which, if required by law in the judgment of the Company, shall be accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.
Appears in 2 contracts
Samples: Deposit Agreement (Constellation Brands Inc), Deposit Agreement (Constellation Brands Inc)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement Agreement, the Record Holder of any Receipt may, at any time that Mandatory Convertible Preferred Stock may be converted pursuant to Section (D) 6 and or (D) 7 of the Certificate of DesignationAmendment, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Certificate of Amendment, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Amendment) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 20 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Amendment. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Amendment or Section 3.053.02. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Amendment) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any and to the extent not satisfied in full through the issuance and delivery of shares of Common Stock, to be delivered to the Record Holder of such Receipts in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Amendment, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Certificate of Amendment (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Certificate of Amendment (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, to the extent not satisfied in full through the issuance and delivery of shares of Common Stock), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common Stock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Amendment), (ii) such amount of immediately available funds, if any and to the extent not satisfied in full through the issuance and delivery of shares of Common Stock, to be delivered in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Amendment, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Amendment) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Additional Conversion Amount (to the extent not satisfied in full through the issuance and delivery of shares of Common Stock), any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Amendment and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which that has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section (D) 11(e) of the Certificate of Amendment, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section (D) 11(e) of the Certificate of Amendment.
Appears in 2 contracts
Samples: Deposit Agreement (Becton Dickinson & Co), Deposit Agreement (Becton Dickinson & Co)
Conversion at the Option of Holders. (a) Subject to the terms and conditions of this Deposit Agreement and the Certificate of Designation, Receipts may be surrendered at any time by the holders thereof with written instructions to the Conversion Agent and the Depositary instructing it the Conversion Agent to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 250 Depositary Shares or integral multiples thereof. .
(b) On the date of any conversion at the option of the holders, if a holder’s interest is in certificated form a holder of a Receipt shall surrender such Receipt at the Depositary Office or such other office as the Depositary may from time to time designate for such purpose, together with a notice of conversion thereof duly completed and executed and a proper assignment of such Receipt to the Company or the Transfer Agent or in blank to the Depositary or its agent, thereby instructing the Depositary Conversion Agent to cause the conversion of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt specified in such notice of conversion into shares of Common Stock in accordance with the terms of the Certificate of Designation. If required, the holder must also pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to the Certificate of Designation or Section 3.05pay funds equal to any declared and unpaid dividend payable on the next dividend payment date. Conversion of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfied.
(c) If a holder’s interest is a beneficial interest in a global certificate representing Receipts, in order to convert a holder shall comply with DTC’s and the Depositary’s procedures for converting a beneficial interest in a global security. In addition, a holder may be required to furnish appropriate endorsements and transfer documents, pay any stock transfer, documentary, stamp or similar taxes and pay funds equal to any declared but unpaid dividend payable on the next dividend payment date.
(d) Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, the Conversion Agent is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for the Convertible Preferred Stock of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and the number of shares of Common Stock to be delivered upon conversion of such shares of Convertible Preferred Stock and the amount of immediately available funds (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuable, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion Agent) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled by such Transfer Agent or other authorized agent. .
(e) As promptly as practicable after such Transfer Agent or other authorized agent of the Company has received such certificates from the Conversion Agent, (a) the Company shall cause to be furnished to the Depositary a certificate or certificates evidencing such number of shares of Common Stock, and such amount of immediately available funds, if any, in lieu of receiving fractional shares as specified in a written notice from the Company and (b) the Conversion Agent is hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate or certificates evidencing the number of shares of Common Stock into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and (ii) cash in lieu of receiving fractional shares of Common Stock in accordance with Section 2.13 2.12 and which has been provided by the Company. .
(f) If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-then- current Dividend Period, but prior to the corresponding Dividend Payment Date or Date, any holder of such Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of Designation. .
(g) In the event that optional conversion is elected by a holder of a surrendered Receipt with respect to less than all Depositary Shares evidenced by such Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. .
(h) Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.09 may be made by the delivery of certificates and which, if required by law in the judgment of the Company, shall be accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.
Appears in 1 contract
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Record Holder of any Receipt may, at any time that Mandatory Convertible Preferred Stock may be converted pursuant to Section 8 or 9 of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Certificate of Incorporation, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 20 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Incorporation or Section 3.053.02. Conversion In addition, the Record Holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Certificate of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Certificate of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which that has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section 13(e) of the Certificate of Designations, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section 13(e) of the Certificate of Designations.
Appears in 1 contract
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Record Holder of any Receipt may, at any time that Mandatory Convertible Preferred Stock may be converted pursuant to Section 6(a) or 7(a) of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Articles of Incorporation, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Optional Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 20 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Articles of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate Articles of Designation Incorporation or Section 3.053.02. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Optional Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Optional Conversion Additional Conversion Amount (to the extent not satisfied in full through the issuance and delivery of shares of Common Stock), any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Articles of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Articles of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Articles of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Optional Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Optional Conversion Additional Conversion Amount (to the extent not satisfied in full through the issuance and delivery of shares of Common Stock), any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Optional Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Optional Conversion Additional Conversion Amount (to the extent not satisfied in full through the issuance and delivery of shares of Common Stock), any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Articles of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Optional Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Optional Conversion Additional Conversion Amount (to the extent not satisfied in full through the issuance and delivery of shares of Common Stock), any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Articles of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which that has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section 11(e) of the Certificate of Designations, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section 11(e) of the Certificate of Designations.
Appears in 1 contract
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Certificate Record Holder of Designationany Receipt may, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of that Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at pursuant to Section 8(c) or 8(d) of Subdivision A-1, by (x) in the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Articles of Incorporation, and specifying the name in which such Record Holder desires the Common Shares issuable upon conversion (including in respect of any Early Conversion Additional Conversion Amount, any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount, in each case, in accordance with Subdivision 1-A) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 40 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Articles of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms Shares issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Shares or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate Articles of Designation Incorporation or Section 3.053.02. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the Corporation), (ii) the number of shares of Convertible Preferred Stock represented by Depositary Common Shares as evidenced by such Receipt surrendered for conversion and the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional Common Shares otherwise issuable upon conversion of such Conversion Number of shares of Common Mandatory Convertible Preferred Stock otherwise issuableand (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Articles of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Articles of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Articles of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of Common Shares to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional Common Shares otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of Common Shares to be delivered upon conversion of the Conversion Number of shares of Common StockMandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Articles of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares Common Shares, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares Common Shares (including in respect of Common Stock any Early Conversion Additional Conversion Amount, any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Articles of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Shares, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property Shares following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Shares have been replaced by Exchange Property as a result of any transaction as described in Section 10 of Subdivision A-1, references to Common Shares will be deemed to be references to a unit of Exchange Property that a holder of one Common Share would have been entitled to receive in such transaction as determined pursuant to Section 10 of Subdivision A-1.
Appears in 1 contract
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Record Holder of any Receipt may, at any time that Mandatory Convertible Preferred Stock may be converted pursuant to Section 8(a) or 9(a) of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Certificate of Incorporation, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Designations) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 10 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Incorporation or Section 3.053.02. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Certificate of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Certificate of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary or Xxxxx Fargo, as the case may be, is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section 13(e) of the Certificate of Designations, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section 13(e) of the Certificate of Designations.
Appears in 1 contract
Samples: Deposit Agreement (Stericycle Inc)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Certificate Record Holder of Designationany Receipt may, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible that Series B Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at the option pursuant to Section 9(a) or 10(a) of the holders only Statement of Resolution, by (x) in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of the a specified number (each, a “Conversion Number”) of whole shares of Convertible Series B Preferred Stock represented by the Depositary Shares as evidenced by such Receipt specified in accordance with the Articles of Incorporation, and specifying the name in which such notice of conversion into Record Holder desires the shares of Common Stock issuable upon conversion (including, without limitation, in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount, in each case, in accordance with the terms Articles of Incorporation) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Certificate Record Holder of Designationany Receipt only in lots of 20 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of a Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Articles of Incorporation. If requiredspecified by a Record Holder in a notice of conversion that the shares of Common Stock issuable upon conversion of the relevant Depositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate Articles of Designation Incorporation or Section 3.053.02. Conversion In addition, the Record Holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Series B Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Convertible Series B Preferred Stock and (including, without limitation, in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered paid to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Series B Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be paid to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Series B Preferred Stock pursuant to the Articles of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Articles of Incorporation (as specified in writing by the Company) Corporation), certificates for the Convertible Series B Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Articles of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Series B Preferred Stock (including, without limitation, in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount), or the correct amount of cash to be paid in respect of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Series B Preferred Stock (including, without limitation, in respect of any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Series B Preferred Stock (including, and without limitation, in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation), (ii) such amount of immediately available funds, if any, to be paid in respect of any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Series B Preferred Stock pursuant to the Articles of Incorporation, and (iii) such amount of immediately available funds, if any, to be paid in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary or Broadridge, as the case may be, is hereby authorized and instructed to, and shall, deliver pay or deliver, as the case may be, at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including, without limitation, in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount, in each case, in accordance with the Articles of Incorporation) into which the Convertible Series B Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Series B Preferred Stock in respect of any Fundamental Change Dividend Make-Whole Amount and/or any Accumulated Dividend Amount, in each case, pursuant to the Articles of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Series B Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which that has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of shares of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section 14(e) of the Statement of Resolution, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section 14(e) of the Statement of Resolution.
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Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Record Holder of any Receipt may, at any time that Mandatory Convertible Preferred Stock may be converted pursuant to Section [8(a)] or [9(a)] of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Certificate of Incorporation, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 20 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Incorporation or Section 3.053.02. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Certificate of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Certificate of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which that has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section [13(e)] of the Certificate of Designations, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section [13(e)] of the Certificate of Designations.
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Samples: Deposit Agreement (Rexnord Corp)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Record Holder of any Receipt may, at any time that Convertible Preferred Stock may be converted pursuant to Section 8 or 9 of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the applicable provisions in the Certificate of Designations (as confirmed in writing by the Corporation), and specifying the name in which such Record Holder desires the shares of Common Stock or exchange property, as provided in the Certificate of Designations, issuable upon conversion (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Designations) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 10 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Designations. If specified by the Record Holder in such notice of conversion into that shares of Common Stock in accordance with or other securities issuable upon conversion shall be issued to a Person other than the terms of Record Holder surrendering the Certificate of Designation. If requiredReceipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the shares of Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Designations. In addition, the Record Holder shall provide any other transfer forms, tax forms or Section 3.05other relevant documentation required and specified by the Transfer Agent for the Convertible Preferred Stock, if necessary, to effect the conversion. Conversion Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for the Convertible Preferred Stock of (i) the number of shares of Convertible Preferred Stock represented Conversion Number (as specified in writing by Depositary Shares as evidenced by such Receipt surrendered for conversion and the Corporation), (ii) the number of shares of Common Stock or other exchange property, as provided in the Certificate of Designations, to be delivered upon conversion of such Conversion Number of shares of Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Designations) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock or other securities otherwise issuableissuable and (iv) the amount of cash or other property (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Convertible Preferred Stock pursuant to the Certificate of Designations, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion in accordance with the Certificate of Designations (as specified in writing by the CompanyCorporation) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Certificate of Designations (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled cancelled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock or other exchange property, as provided in the Certificate of Designations, to be delivered upon any conversion of the Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of funds, cash or other property to be delivered in payment of any fractional shares of Common Stock or other securities otherwise issuable or in respect of accrued and unpaid dividends payable by the Corporation upon any conversion of the Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock or securities included in any exchange property, as provided in the Certificate of Designations, to be delivered upon conversion of the Conversion Number of shares of Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Designations), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Convertible Preferred Stock pursuant to the Certificate of Designations, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares and any other property included in any exchange property, as provided for in the Certificate of Designations, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary OfficeOffice or at such other office as the Depositary shall determine, (i) a certificate or certificates evidencing the sum of (x) the number of shares of Common Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Designations) into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided converted, (y) the amount of cash payable by the Company Corporation upon such conversion of such Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Designations and (iiz) the amount of cash payable by the Corporation upon such conversion of such Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to convert less than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.10, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of shares of Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary OfficeOffice or at such other office or offices as the Depositary shall determine, such delivery shall be made, as hereinafter provided, without unreasonable delay, in the Depositary’s sole discretion, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder and agreed by the Depositary.
Appears in 1 contract
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Record Holder of any Receipt may, at any time that Mandatory Convertible Preferred Stock may be converted pursuant to Section 8(a) or 9(a) of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stockx) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Certificate of Incorporation, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 100 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Incorporation or Section 3.053.02. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Certificate of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Certificate of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Certificate of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Certificate of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Certificate of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which that has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section 13(e) of the Certificate of Designations, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section 13(e) of the Certificate of Designations.
Appears in 1 contract
Samples: Deposit Agreement (Belden Inc.)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Certificate Record Holder of Designationany Receipt may, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of that Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at the option pursuant to Section 8 or 9 of the holders only Statement, by (x) in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the applicable provisions in the Statement (as confirmed in writing by the Corporation), and specifying the name in which such Record Holder desires the shares of Common Stock or exchange property, as provided in the Statement, issuable upon conversion (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Statement) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 10 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Statement. If specified by the Record Holder in such notice of conversion into that shares of Common Stock in accordance with or other securities issuable upon conversion shall be issued to a Person other than the terms of Record Holder surrendering the Certificate of Designation. If requiredReceipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the shares of Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate of Designation Statement. In addition, the Record Holder shall provide any other transfer forms, tax forms or Section 3.05other relevant documentation required and specified by the Transfer Agent for the Convertible Preferred Stock, if necessary, to effect the conversion. Conversion Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for the Convertible Preferred Stock of (i) the number of shares of Convertible Preferred Stock represented Conversion Number (as specified in writing by Depositary Shares as evidenced by such Receipt surrendered for conversion and the Corporation), (ii) the number of shares of Common Stock or other exchange property, as provided in the Statement, to be delivered upon conversion of such Conversion Number of shares of Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Statement) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock or other securities otherwise issuableissuable and (iv) the amount of cash or other property (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Convertible Preferred Stock pursuant to the Statement, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion in accordance with the Statement (as specified in writing by the CompanyCorporation) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Statement (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock or other exchange property, as provided in the Statement, to be delivered upon any conversion of the Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of funds, cash or other property to be delivered in payment of any fractional shares of Common Stock or other securities otherwise issuable or in respect of accrued and unpaid dividends payable by the Corporation upon any conversion of the Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock or securities included in any exchange property, as provided in the Statement, to be delivered upon conversion of the Conversion Number of shares of Convertible Preferred Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Statement), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Convertible Preferred Stock pursuant to the Statement, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares and any other property included in any exchange property, as provided for in the Statement, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary OfficeOffice or at such other office as the Depositary shall determine, (i) a certificate or certificates evidencing the sum of (x) the number of shares of Common Stock (including in respect of any Early Conversion Average Price amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Statement) into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided converted, (y) the amount of cash payable by the Company Corporation upon such conversion of such Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Statement and (iiz) the amount of cash payable by the Corporation upon such conversion of such Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to convert less than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.10, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of shares of Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary OfficeOffice or at such other office or offices as the Depositary shall determine, such delivery shall be made, as hereinafter provided, without unreasonable delay, in the Depositary’s sole discretion, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder and agreed by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Alcoa Inc)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the Certificate Record Holder of Designationany Receipt may, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of that Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at the option pursuant to Section 8 or 9 of Article IV.D. of the holders only Amended and Restated Articles of Incorporation, by (x) in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder case of a Receipt shall surrender Physical Receipt, surrendering such Physical Receipt at the Depositary Depositary’s Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company Corporation or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, and (y) in the case of a DTC Receipt, complying with the procedures of DTC in effect at that time, in each case, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Mandatory Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the Amended and Restated Articles of Incorporation, and specifying the name in which such Record Holder desires the Common Stock issuable upon conversion (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Amended and Restated Articles of Incorporation) to be registered and specifying payment instructions. Depositary Shares may be converted at the option of the Record Holder of any Receipt only in lots of 20 Depositary Shares or integral multiples thereof. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Corporation, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Amended and Restated Articles of Incorporation. If specified by the Record Holder in such notice of conversion into shares of that Common Stock in accordance with the terms issuable upon conversion of the Certificate of Designation. If requiredDepositary Shares shall be issued to a Person other than the Record Holder surrendering the Receipt for the Depositary Shares being converted, then the holder must also Record Holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the Common Stock or other securities so issued that are not payable by the Company Corporation pursuant to the Certificate Amended and Restated Articles of Designation Incorporation or Section 3.053.02. Conversion In addition, the Record Holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Mandatory Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for of (i) the Convertible Preferred Stock of Conversion Number (as specified in writing by the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Corporation), (ii) the number of shares of Common Stock to be delivered upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Amended and Restated Articles of Incorporation) (as specified in writing by the Corporation), (iii) the amount of immediately available funds (as specified in writing by the CompanyCorporation), if any, to be delivered to the holder Record Holder of such Receipts in payment of any fractional shares of Common Stock otherwise issuableissuable upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock and (iv) the amount of cash (as specified in writing by the Corporation), if any, to be delivered to the Record Holder of such Receipts in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such Conversion Number of shares of Mandatory Convertible Preferred Stock pursuant to the Amended and Restated Articles of Incorporation, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company Corporation for conversion, in accordance with the Amended and Restated Articles of Incorporation (as specified in writing by the Company) Corporation), certificates for the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Corporation or the appropriate agent of the Corporation (pursuant to written instructions from the Corporation) any other information or payment required by the Amended and Restated Articles of Incorporation (as specified in writing by the Corporation) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Corporation provided it with the correct number of shares of Common Stock to be delivered upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), or the correct amount of cash to be delivered in payment of any fractional shares of Common Stock otherwise issuable or in respect of any cash payable by the Corporation upon any conversion of the Mandatory Convertible Preferred Stock (including in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount), and the Depositary may rely conclusively on any such information provided by the Corporation. As promptly as practicable after such the Transfer Agent or other authorized agent of the Company Corporation has received such certificates from the Conversion AgentDepositary, (a) the Company Corporation shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock to be delivered upon conversion of the Conversion Number of shares of Mandatory Convertible Preferred Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Amended and Restated Articles of Incorporation), (ii) such amount of immediately available funds, if any, to be delivered in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, payable by the Corporation upon conversion of such shares of Mandatory Convertible Preferred Stock pursuant to the Amended and Restated Articles of Incorporation, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares of Common Stock, as specified in a written notice from the Company Corporation and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Depositary’s Office, (i) a certificate or certificates evidencing the number of shares of Common Stock (including in respect of any Early Conversion Additional Conversion Amount, any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, in accordance with the Amended and Restated Articles of Incorporation) into which the Mandatory Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and which have been provided by the Company and converted, (ii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in respect of any Fundamental Change Dividend Make-whole Amount and any Accumulated Dividend Amount, in each case, pursuant to the Amended and Restated Articles of Incorporation and (iii) the amount of cash payable by the Corporation upon such conversion of such Mandatory Convertible Preferred Stock in lieu of receiving delivering fractional shares of Common Stock Stock, in accordance with Section 2.13 each case, as specified in writing by the Corporation and which that has been provided by the Company. If Receipts are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date or any holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of DesignationCorporation. In the event that optional conversion is elected by a holder Record Holder of a surrendered Receipt with respect elects to less convert fewer than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.11, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder Record Holder thereof, at the expense of the CompanyCorporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 2.11 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder Record Holder surrendering Receipts, and for the account of such holderRecord Holder, to such place designated in writing by such holderRecord Holder. For purposes of this Section 2.11 and Section 4.02, if the Common Stock has been replaced by Exchange Property as a result of any transaction as described in Section 13(e) of Article IV.D. of the Amended and Restated Articles of Incorporation, references to Common Stock will be deemed to be references to a Unit of Exchange Property that a holder of one share of Common Stock would have been entitled to receive in such transaction as determined pursuant to Section 13(e) of Article IV.D. of the Amended and Restated Articles of Incorporation.
Appears in 1 contract
Samples: Deposit Agreement (Albemarle Corp)
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and the Certificate of DesignationAuthorizing Resolutions, Receipts Depositary Shares may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by such Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) at the conversion rate in respect of the Convertible Preferred Stock determined in accordance with the Certificate Authorizing Resolutions. A holder of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder of a Receipt shall may surrender such Receipt Depositary Shares at the Depositary Office or such other office as the Depositary may from time to time designate for such purpose, together with a notice of conversion thereof duly completed and executed and a proper assignment of such Receipt to the Company or the Transfer Agent or in blank to the Depositary or its agentexecuted, thereby instructing the Depositary to cause the conversion of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt specified in such notice of conversion into shares of Common Stock in accordance with the terms of the Certificate of Designation. If required, the holder must also pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to the Certificate of Designation or Section 3.05. Conversion of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfiedStock. Upon receipt by the Conversion Agent Depositary of a ReceiptDepositary Shares certificate, together with a notice of conversion supplied by the holder of such Receipt and Company containing the applicable conversion rate instructing the Conversion Agent Depositary to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptduly completed and executed, the Conversion Agent is hereby authorized and instructed to, and shall, as promptly as practicable, Depositary shall (a) give written notice to the Transfer Agent transfer agent for the Convertible Preferred Stock of the number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and the number of shares of Common Stock to be delivered upon conversion of such shares of Convertible Preferred Stock and the amount of immediately available funds (as specified in writing by the Company)funds, if any, to be delivered to the holder of such Receipts Depositary Shares in payment of any fractional shares of Common Stock otherwise issuable, (b) cancel such Receipt Depositary Shares certificate or, if a Registrar for Receipts Depositary Shares certificates (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, Depositary Shares certificate and (c) deliver to the Transfer Agent transfer agent for the Convertible Preferred Stock or any other authorized agent of the Company (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by such Depositary Shares as evidenced by such ReceiptShares, which certificates shall thereupon be canceled by such Transfer Agent transfer agent or other authorized agent. As promptly as practicable after such Transfer Agent transfer agent or other authorized agent of the Company has received such certificates from the Conversion AgentDepositary, (a) the Company shall cause to be furnished to the Depositary a certificate or certificates evidencing such number of shares of Common Stock, and such amount of immediately available funds, if any, in lieu Upon any optional conversion of receiving fractional shares as specified in a written notice from the Company and (b) the Conversion Agent is hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate or certificates evidencing the number of shares of Common Stock into which the Convertible Preferred Stock represented by the Depositary Shares as evidenced by Shares, no allowance, adjustment or payment shall be made with respect to dividends upon such Receipt has been converted and which have been provided by the Company and (ii) cash in lieu of receiving fractional Convertible Preferred Stock or shares of Common Stock issued upon the conversion thereof, except as set forth in accordance with Section 2.13 and which has been provided by the CompanyAuthorizing Resolutions. If Receipts Depositary Shares representing shares of Convertible Preferred Stock (other than Depositary Shares called for redemption within such period in connection with a redemption of Convertible Preferred Stock) are surrendered to the Depositary Office or such other office as the Depositary may from time to time designate for such purpose for conversion between the close of business on a Dividend Record Date for the record date with respect to any declared dividend for payment on such Convertible Preferred Stock and the then-current Dividend Periodopening of business on the next succeeding dividend payment date, but prior to the corresponding Dividend Payment Date or any holder of Receipts Depositary Shares surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts Depositary Shares an amount of funds equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date dividend payment date computed and paid as set forth in the Certificate of Designation, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend Record Date and the opening of business on the next succeeding Dividend Payment Date, and whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying Convertible Preferred Stock on such Dividend Payment Date or whether such was computed and paid as set forth in the Certificate of Designation. In the event that optional conversion is elected by a holder of a surrendered Receipt with respect to less than all Depositary Shares evidenced by such Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effectedAuthorizing Resolutions. Delivery of Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates and other proper documents of title, which, if required by law in the judgment of the Companylaw, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated Depositary's corporate trust office in writing by such holder.New York
Appears in 1 contract
Conversion at the Option of Holders. Subject to the terms and conditions of this Deposit Agreement and Agreement, the record holder of any Receipt may, at any time that Convertible Preferred Stock may be converted pursuant to Section 6 or 7 of the Certificate of DesignationDesignations, Receipts may be surrendered at any time by the holders thereof with written instructions to the Depositary instructing it to convert any specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipts into shares of Common Stock (and cash in lieu of fractional shares of Common Stock) in accordance with the Certificate of Designation. Depositary shares may be converted at the option of the holders only in lots of 1,000 Depositary Shares or integral multiples thereof. On the date of any conversion at the option of the holders, a holder of a Receipt shall surrender such Receipt at the Depositary Office or such other office as the Depositary may from time to time designate for such purpose, purpose together with a notice of conversion thereof duly properly completed and duly executed and a proper assignment of such Receipt to the Company or the Transfer Agent or in blank to the Depositary or its agentany of the Depositary’s Agents, thereby instructing the Depositary to cause the conversion of a specified number (the number “Conversion Number”) of whole shares of Convertible Preferred Stock represented by the Depositary Shares as evidenced by such Receipt in accordance with the applicable provisions in the Certificate of Designations, (as confirmed in writing by the Company), and specifying the name in which such holder desires the shares of Common Stock or units of Exchange Property issuable upon conversion to be registered and specifying payment instructions. The Depositary shall be deemed to have no knowledge of the Conversion Number unless and until it shall have actually received written notice thereof from the Company, and shall have no duty or obligation to investigate or inquire as to whether any Conversion Number contained in any such written notice is accurate, or whether it complies with the Certificate of Designations. If specified by the holder in such notice of conversion into that shares of Common Stock in accordance with the terms or other securities issuable upon conversion of the Certificate of Designation. If required, Depositary Shares shall be issued to a Person other than the holder must also surrendering the Receipt for the Depositary Shares being converted, then the holder shall pay or cause to be paid any stock transfer, documentary, stamp transfer or similar taxes payable in connection with the shares of Common Stock or other securities so issued that are not payable by the Company pursuant to the Certificate of Designation Designations or Section 3.05. Conversion In addition, the holder shall provide any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent for the Convertible Preferred Stock, if necessary, to effect the conversion. Upon fulfillment of the Receipts will be deemed to have been effected immediately prior to the close of business on the date on which requirements in the foregoing requirements shall have been satisfied. Upon receipt by the Conversion Agent of a Receipt, together with a notice of conversion supplied by the holder of such Receipt and instructing the Conversion Agent to convert a specified number of shares of Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receiptparagraph, the Conversion Agent Depositary is hereby authorized and instructed to, and shall, as promptly as practicable, (a) give written notice to the Transfer Agent for the Convertible Preferred Stock of (i) the number of shares of Convertible Preferred Stock represented Conversion Number (as specified in writing by Depositary Shares as evidenced by such Receipt surrendered for conversion and the Company), (ii) the number of shares of Common Stock or units of Exchange Property to be delivered upon conversion of such Conversion Number of shares of Convertible Preferred Stock and (each as specified in writing by the Company), (iii) the amount of immediately available funds (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in payment of any fractional shares of Common Stock or other securities otherwise issuableissuable and (iv) the amount of cash or other property (as specified in writing by the Company), if any, to be delivered to the holder of such Receipts in respect of accrued and unpaid dividends payable by the Company upon conversion of such shares of Convertible Preferred Stock pursuant to the Certificate of Designations, (b) cancel such Receipt or, if a Registrar for Receipts (other than the Conversion AgentDepositary) shall have been appointed, cause such Registrar to cancel such Receipt, and (c) deliver surrender to the Transfer Agent for the Convertible Preferred Stock or any other authorized agent of the Company for conversion in accordance with the Certificate of Designations (as specified in writing by the Company) certificates for the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which together with delivery to the Company or the appropriate agent of the Company (pursuant to written instructions from the Company) any other information or payment required by the Certificate of Designations (as specified in writing by the Company) for such conversion, and such certificates shall thereupon be canceled by such the Transfer Agent or other authorized agent. The Depositary shall have no duty or obligation to investigate or inquire as to whether the Company provided it with the correct number of shares of Common Stock or units of Exchange Property to be delivered upon any conversion, or the correct amount of funds, cash or other property to be delivered in payment of any fractional shares of Common Stock or other securities otherwise issuable or in respect of accrued and unpaid dividends payable by the Company upon any conversion, and the Depositary may rely conclusively on any such information provided by the Company As promptly as practicable after such the Transfer Agent or other authorized agent of the Company has received such certificates from the Conversion AgentDepositary, (a) the Company shall cause to be furnished to the Depositary (i) a certificate or certificates evidencing such number of shares of Common StockStock or securities included in the Exchange Property, as the case may be, to be delivered upon conversion of the Conversion Number of shares of Convertible Preferred Stock and to be delivered in respect of accrued and unpaid dividends payable by the Company upon conversion of such shares of Convertible Preferred Stock pursuant to the Certificate of Designations, if any, (ii) such amount of immediately available funds, if any, to be delivered in respect of accrued and unpaid dividends payable by the Company upon conversion of such shares of Convertible Preferred Stock pursuant to the Certificate of Designations, and (iii) such amount of immediately available funds, if any, to be delivered in lieu of receiving fractional shares and any other property included in the Exchange Property, in each case as specified in a written notice from the Company and (b) the Conversion Agent Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary Office, (i) a certificate or certificates evidencing the sum of (x) the number of shares of Common Stock into which the Convertible Preferred Stock represented by Depositary Shares as evidenced by such Receipt has been converted and (y) the number of shares of Common Stock or securities included in the Exchange Property, as the case may be, payable by the Company upon such conversion on account of accrued and unpaid dividends pursuant to the Certificate of Designations to the extent (if any) that the Company has elected to pay such accrued and unpaid dividends in shares of Common Stock, in each case as specified in writing by the Company and which have has been provided by the Company and Company, (ii) any other property included in the Exchange Property (as specified in writing by the Company and which has been provided by the Company) and (iii) an amount of cash equal to the sum of (x) the amount of cash payable by the Company upon such conversion on account of accrued and unpaid dividends pursuant to the Certificate of Designations to the extent (if any) that the Company has elected to pay such dividends in cash and (y) the amount of cash payable by the Company in lieu of receiving delivering fractional shares of Common Stock or other securities pursuant to Section 10 of the Certificate of Designations, in accordance with Section 2.13 each case as specified in writing by the Company and which has been provided by the Company. If Receipts are surrendered the holder surrenders a Receipt in connection with a conversion of Convertible Preferred Stock pursuant to Section 6 of the Depositary Office or such other office as Certificate of Designations and the Depositary may applicable Conversion Date occurs during the period from time to time designate for such purpose for conversion between the close of business on a Dividend Regular Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding open of business on the immediately following Dividend Payment Date or any Date, such holder of Receipts surrendered with instructions to the Depositary for conversion of the Convertible Preferred Stock represented thereby shall remit to the Depositary with such Receipts Receipt an amount of funds equal to the dividend payable on for the underlying then-current Dividend Period with respect to such shares of Convertible Preferred Stock on such Dividend Payment Date computed and paid as set forth in the Certificate of DesignationDesignations, to the extent required thereunder. The Depositary shall have no duty or obligation to investigate or inquire whether Receipts representing shares of Convertible Preferred Stock are surrendered for conversion between the close of business on the Dividend a Regular Record Date and the opening open of business on the next succeeding immediately following Dividend Payment Date, and or whether the amount of funds, if any, submitted by the holder of the Receipts is equal to the dividend payable on the underlying related Convertible Preferred Stock on such Dividend Payment Date or whether such amount was computed and paid as set forth in the Certificate of DesignationDesignations. In the event that optional conversion is elected by a holder of a surrendered Receipt with respect elects to convert less than all Depositary Shares evidenced by such ReceiptReceipt under this Section 2.10, upon such optional conversion conversion, the Depositary shall shall, if requested in writing and provided with all necessary information and documents, authenticate, countersign and deliver to such holder thereof, at the expense of the Company, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not effected. Delivery of shares of Common Stock and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by law in the judgment of the CompanyDepositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.
Appears in 1 contract
Samples: Deposit Agreement (Hartford Financial Services Group Inc/De)
