Conversion; Exchange. The Notes shall not be convertible into Common Stock.
Conversion; Exchange. The Notes shall not be convertible into Common Stock. The Company and the Initial Purchasers, have entered into a Registration Rights Agreement dated the date hereof in the form of Exhibit F hereto, relating to the Notes.
Conversion; Exchange. (a) In the event that a Demand Registration is effected pursuant to this Article IV, EchoStar agrees to (subject to any approval by the stockholders of EchoStar required at the time) use its reasonable best efforts (including with respect to obtaining any applicable approvals or consents of any Governmental Body or any other Person or with respect to the taking of any corporate steps required (including, if then not inconsistent with the fiduciary duties of the board of directors of EchoStar under Applicable Law, the making of a recommendation to its respective stockholders that such stockholders approve such amendment and the solicitation of stockholder votes) to obtain any applicable approvals or consents by its stockholders) to amend the terms of the EchoStar Tracking Stock and the HSSC Tracking Stock to provide that:
(i) shares of the EchoStar Tracking Stock will be convertible, at the option of the holder thereof at any time, into a number of shares of the Class A Common Stock (or any other securities into which such Class A Common Stock shall have been converted or exchanged) with an aggregate Market Value equal to the aggregate Market Value of such shares of the EchoStar Tracking Stock being converted, in each case determined as of the date of such conversion;
(ii) all (but not less than all) shares of the EchoStar Tracking Stock will be convertible, at EchoStar’s option if, at any time, the DISH Companies collectively own shares of Tracking Stock representing an Economic Interest Percentage that is less than *** of the Economic Interest Percentage represented by all of the shares of Tracking Stock then outstanding, into a number of shares of the Class A Common Stock (or any other securities into which such Class A Common Stock shall have been converted or exchanged) with an aggregate Market Value equal to the aggregate Market Value of such shares of the EchoStar Tracking Stock being converted, in each case determined as of the date of such conversion; and *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.
(iii) all (but not less than all) shares of the HSSC Tracking Stock will be exchangeable, at EchoStar’s option if, at any time, the DISH Companies collectively ow...
Conversion; Exchange. (a) The Selling Stakeholders shall have converted their Preferred Shares into Common Shares which conversion may be contingent upon, and effective as of the time of, the Closing. Upon the consummation of the Contemplated Transactions, (i) Buyer will own all of the outstanding stock of the Company, which shall consist of 2,921,481 Common Shares, and (ii) all of the Options shall be cancelled at the Closing.
(b) The Management Stakeholders shall have exchanged their Common Shares and their Options into the Notes, as contemplated by this Agreement.
Conversion; Exchange. The share of Series A Preferred Stock shall not be entitled to be converted into or exchanged for share(s) of any other capital stock of the Corporation and in furtherance thereof, shall not have conversion or exchange privileges of any kind or nature whatsoever.
Conversion; Exchange. (i) At any time prior to full repayment of the Total Indebtedness, Lender may convert into shares of the common stock of Borrower (“Ener1 Group Stock”) and/or exchange all or any part of such amount into shares of the common stock of Ener1 Inc. held by Borrower (“Ener1 Stock”), all or any part of the Total Indebtedness, as follows: (A) up to 25% of the Total Indebtedness may be converted into Ener1 Group Stock at a conversion rate of US$0.0845 (the “Conversion Rate”) and (B) up to 75% of the Total Indebtedness may be exchanged for Ener1 Stock at an exchange rate of US$0.30 (the “Exchange Rate”), in each such case, subject to adjustment for stock splits, stock dividends and similar events. In order to effect a conversion and/or an exchange, Lender shall deliver to Borrower written notice specifying the amount it wishes to convert and/or exchange, the Conversion Rate and/or Exchange Rate at which such conversion and/or exchange is to be effected, and a calculation of the number of shares to which it is entitled pursuant to such conversion and/or exchange. Upon receipt of such notice and delivery to Lender of the number of shares of Ener1 Group Stock and/or Ener1 Stock specified therein, the amount of Total Indebtedness shall be reduced accordingly.
(ii) Upon the sale by Borrower of any Ener1 Group Stock while any Total Indebtedness is outstanding at a price that is less than the Conversion Rate then in effect (an “Ener1 Group Stock Dilutive Issuance”), the Conversion Rate shall be adjusted by multiplying such Conversion Rate by the following fraction: X0 + N2 where: N0 = the number of shares of Ener1 Group Stock outstanding immediately prior to such Ener1 Group Stock Dilutive Issuance; N1 = the number of shares of Ener1 Group Stock which the aggregate consideration, if any, received or receivable by Borrower for the total number of shares of Ener1 Group Stock sold in such Ener1 Group Stock Dilutive Issuance would purchase at the Conversion Rate in effect immediately prior to such Ener1 Group Stock Dilutive Issuance; and N2 = the number of such shares of Ener1 Group Stock sold in such Ener1 Group Stock Dilutive Issuance.
(iii) Upon the sale by Ener1, Inc. of any Ener1 Stock while any Total Indebtedness is outstanding at a price that is less than the Exchange Rate then in effect (an “Ener1 Stock Dilutive Issuance”), the Exchange Rate shall be adjusted by multiplying such Exchange Rate by the following fraction: X0 + N2 where: N0 = the number of shares of Ener1...
Conversion; Exchange. AND CANCELLATION OF SHARES -----------------------------------------------
Conversion; Exchange. The 2008 Senior Preferred shall not be convertible into or exchangeable for any other shares of Stock or Property of the Corporation.
Conversion; Exchange. The Notes shall not be convertible into other securities of the Issuer, the Guarantor or the Subsidiary Guarantor.
Conversion; Exchange
