Conversion by Holders Sample Clauses
The "Conversion by Holders" clause allows holders of certain securities, such as convertible notes or preferred shares, to convert their holdings into another class of securities, typically common stock, under specified conditions. This clause outlines the process by which holders can initiate the conversion, including any required notices, conversion ratios, and timing. Its core practical function is to provide flexibility and a clear mechanism for holders to change the nature of their investment, often to participate in equity upside or in anticipation of a liquidity event, thereby ensuring predictability and fairness in the conversion process.
Conversion by Holders. Holders of Series "A" Preferred Shares shall have the right to convert all or a portion of such shares into Common Shares, as follows:
Conversion by Holders. (a) The Series C Voting Preferred Stock will be convertible at any time into Wings common stock on the basis set forth below in this Section 3.1. Except to the extent otherwise provided in Section 3.1(b) or 3.8(c), each share of Series C Voting Preferred Stock will be convertible into 1.364 shares of common stock, which shares of common stock will initially consist of one share of Class A Voting Common Stock, par value $.01 per share, of Wings (“Class A Voting Common Stock”) and .364 of a share of Class B Non-Voting Common Stock, par value $.01 per share, of Wings (the “Class B Non-Voting Common Stock”), which fraction has been calculated to be in such an amount so that the ratio of the number of then outstanding shares of Wings voting common stock to the number of then outstanding shares of Wings non-voting common stock would not be altered by the conversion of such Series C Voting Preferred Stock.
Conversion by Holders. (i) Each holder of Series A Preferred Stock is entitled to convert, at any time and from time to time after the Original Issuance Date at the sole option of such holder, any or all shares of outstanding Series A Preferred Stock (including any or all PIK Preferred Shares) held by such holder into a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the amount (the “Conversion Amount”) determined by dividing (i) the sum of (A) the Original Purchase Price plus (B) all accrued and unpaid dividends on such shares of Series A Preferred Stock, in each case as adjusted for any stock dividends, splits, combinations and similar events, for each share of Series A Preferred Stock to be converted by such holder by (ii) the Conversion Price in effect at the time of conversion. The “Conversion Price” initially means the conversion price of $1.30 per share, as adjusted from time to time as provided in Section 5(e).
(ii) In order to convert shares of Series A Preferred Stock into shares of Common Stock pursuant to Section 5(a)(i), to the extent that the holder was issued physical certificates, the holder must surrender the certificates representing such shares of Series A Preferred Stock to American Stock Transfer & Trust Company, which shall act as transfer agent, registrar, paying agent and conversion agent for the Series A Preferred Stock, and its successors and assigns (the “Transfer Agent”) (or at the principal office of the Company, if the Company serves as its own transfer agent), together with written notice (the “Conversion Notice”) that such holder elects to convert all or such number of shares represented by such certificates as specified therein. The date of receipt of certificates evidencing the shares of Series A Preferred Stock to be converted into shares of Common Stock pursuant to Section 5(a)(i), together with the Conversion Notice, by the Transfer Agent (or the Company if it is serving as its own transfer agent) will be the date of conversion (the “Conversion Date”) for purposes of conversion pursuant to Section 5(a). If reasonably required by the Transfer Agent or the Company, certificates surrendered for conversion must be endorsed or accompanied by a written instrument of transfer, in a form reasonably satisfactory to the Company, duly executed by the registered holder or his, her or its attorney-in-fact duly authorized in writing.
Conversion by Holders. (i) Each holder of Series A Preferred Stock is entitled to convert, at any time and from time to time after the Original Issuance Date at the sole option of such holder, any or all shares of outstanding Series A Preferred Stock (including any or all PIK Preferred Shares) held by such holder into a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the amount (the “Conversion Amount”) determined by dividing (i) the sum of (A) the Original Purchase Price plus (B) all accrued and unpaid dividends on such shares of Series A Preferred Stock, in each case as adjusted for any stock dividends, splits, combinations and similar events, for each share of Series A Preferred Stock to be converted by such holder by (ii) the Conversion Price in effect at the time of conversion. The “Conversion Price” initially means the conversion price of $1.30 per share, as adjusted from time to time as provided in Section 5(e).
Conversion by Holders. (A) Each Holder shall have the right, at any time, at its option, to convert, subject to the terms and provisions of this Section 7(A), any or all of such Holder’s Series A Preferred Units into an amount of cash equal to the Conversion Rate multiplied by $78.00 per Series A Preferred Unit, which amount shall be $167.40 (the “Reference Property”).
(B) The conversion right of a Holder shall be exercised by the Holder by the surrender to the Company of the certificates representing the Series A Preferred Units to be converted at any time at the offices of the duly appointed Transfer Agent, accompanied by (i) written notice to the Company in the form of Annex B hereto that the Holder elects to convert all or a portion of the Series A Preferred Units represented by such certificate, (ii) (if so required by the Company or its duly appointed Transfer Agent) a written instrument or instruments of transfer and endorsements in form reasonably satisfactory to the Company or its duly appointed Transfer Agent duly executed by the Holder or its duly authorized legal representative, (iii) funds for the payment of any limited liability company interest transfer, documentary, stamp or similar taxes not payable by the Company and (iv) any payment required pursuant to Section 5(G). The Transfer Agent will deliver the amount of cash payable pursuant to the conversion to the Holder, or in the case of Series A Preferred Units held in global certificates, the Transfer Agent will deliver the amount of cash payable pursuant to the conversion through DTC. Such delivery will be made as promptly as practicable, but in no event later than two Trading Days following the Conversion Date.
(C) On the Conversion Date, all rights with respect to the Series A Preferred Units so converted, including the rights, if any, to receive notices, will terminate, except only the rights of the Holders thereof to (i) receive the amount of cash into which such Series A Preferred Units have been converted; (ii) receive a Make-Whole Premium or other consideration, if any, payable upon the Fundamental Change, in accordance with Section 10 and Section 11; and (iii) exercise the rights to which they are thereafter entitled as holders of any property receivable by the Holder upon such conversion.
(D) The delivery of the Reference Property upon the conversion of Series A Preferred Units or the payment or partial payment of a distribution on Series A Preferred Units shall be made without charge to the converting...
Conversion by Holders. Each share of Series A Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, shall be convertible by the holder thereof, without the payment of any additional consideration by the holder thereof, at any time after its issuance date into the aggregate number of shares of Common stock as is determined by (i) multiplying the number of shares of Series A Preferred Stock to be converted by One Dollar ($1.00); (ii) adding to the result all accrued and accumulated and unpaid dividends on such shares of Series A Preferred Stock to be converted; and then (iii) dividing the result by the Conversion Price in effect immediately prior to the conversion.