Conversion Notices. Conversion notices in the form attached hereto as Exhibit A (each, a “Holder Conversion Notice”) may be effectively delivered to Company by any method set forth in the “Notices” section of the Purchase Agreement, and all Holder Conversions shall be cashless and not require further payment from Holder. Company shall deliver the Conversion Shares from any Holder Conversion to Holder in accordance with Section 10 below.
Conversion Notices. (a) In the event that a Conversion Notice is served on the Manager pursuant to Clause 20.5, the Prescribed Equity of the defaulting Joint Venturer ("the Reducing Party") shall be reduced and of the Electing Party shall be correspondingly increased in accordance with the following formula : CPE = DP/V x 100 where CPE is the change in Prescribed Equities of the Reducing Party and the Electing Party; DP is the amount of the Default Payment (as defined in Clause 20.5) as at the date the change in Prescribed Equity takes effect; and is the fair value of the entire Joint Venture determined and certified by the Auditor (who shall be engaged by the Manager for this purpose), acting as expert and not as an arbitrator, as what in its opinion is the fair value of the entire Joint Venture on a going concern basis assuming a willing (but not anxious) vendor and a willing (but not anxious) purchaser contracting at arm's length.
(b) For the sake of clarity, the Joint Venturers agree that in the event that an Electing Party's Prescribed Equity is to be increased in accordance with this clause, its new Prescribed Equity shall be equal to its Prescribed Equity prior to such increase plus CPE.
Conversion Notices. A Noteholder may exercise its Conversion Rights at any time during the term of the relevant Note (the "Exercise Period") by serving a Conversion Notice to the Issuer whereupon the Issuer shall procure the issue or transfer and delivery to, or as directed by, that Noteholder of Issuer Shares credited as fully paid in accordance with Condition 8(i) (
Conversion Notices. The Lender may exercise its Conversion Right at any time between the date of this Agreement and the date that all amounts outstanding under the Finance Documents have been repaid in full (the "Exercise Period") by serving a Conversion Notice to the Borrower. The Conversion Notice, once delivered, shall be irrevocable. If the Conversion Notice is delivered after the end of normal business hours or on a day which is not a Business Day, such delivery shall be deemed for all purposes of tins Agreement to have been made on the following Business Day.
Conversion Notices. As soon as reasonably practicable following receipt of a request from time to time, the Issuer will provide the Paying, Transfer and Conversion Agents, the Registrar and the holders of the Bonds with copies of the form of Conversion Notice for the time being current (which initially shall be in the form appearing in Schedule 5).
Conversion Notices. The Company shall have received irrevocable conversion notices for 35% of all outstanding Series B Preferred Stock, including as to accumulated dividends thereunder, pursuant to the Preferred Stock Agreements;
Conversion Notices. Each Conversion Agent shall make available, and promptly upon request provide to any Holder, notices substantially in the form set forth in Exhibit B hereto (or such other form as shall be provided by the Company with the approval of the Principal Conversion Agent, which approval shall not be unreasonably withheld or delayed), and at the same time notify such Holder of any additional certifications or restrictions that may be notified to the Principal Conversion Agent by the Company.
Conversion Notices. (a) Immediately upon Jupiters releasing to ASX the independent expert's report included in the Scheme Booklet in relation to the Ordinary Scheme, Jupiters will dispatch to the RPS Holders the notice referred to in clause 4.2(a) of the RPS Terms.
(b) Jupiters must notify TABCORP on each occasion on which it receives a request for conversion from an RPS Holder under clause 4.2 (arising as a result of the release by Jupiters to ASX of the independent expert's report included in the Scheme Booklet in relation to the Ordinary Scheme) or 4.3 of the RPS Terms and no later than one Business Day after it receives the request, specifying the number of RPS to which the request for conversion relates and the provision of the RPS Terms pursuant to which the request has been made.
Conversion Notices. The Holder shall effect conversions by surrendering, if applicable, this Debenture (but only if the Holder is converting the entire outstanding principal amount of this Debenture), together with the form of conversion notice attached hereto (a "Conversion Notice") to the Company and the Company's transfer agent. Each Conversion Notice shall specify the principal amount of this Debenture to be converted, the applicable conversion price and the date on which such conversion is to be effected, which date may not be prior to the date such Conversion Notice is deemed to have been delivered hereunder (a "Conversion Date"). If the Holder is converting less than all of the principal amount represented by this Debenture, the Holder shall convert at least $100,000 in principal amount of this Debenture. The Holder shall not deliver to the Company more than 4 Conversion Notices per calendar month, provided, however, in the event that (A) the Holder delivers a Conversion Notice which is otherwise not permitted hereunder, and (B) on or prior to 5 pm ET on the Trading Day following the date such notice is delivered, the Company fails to notify the Holder that it does not intend to honor such Conversion Notice pursuant to this provision, the Company shall be required to honor such Conversion Notice. If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that such Conversion Notice is deemed delivered hereunder. Unless otherwise provided for by the terms hereunder, each Conversion Notice, once given, shall be irrevocable. If the Holder is converting less than all of the principal amount represented by this Debenture, it shall not be required to surrender this Debenture but may exercise its right to convert solely by the delivery of a Conversion Notice. If a conversion hereunder cannot be effected in full for any reason, the Company shall honor such conversion to the extent permissible hereunder. At anytime the Holder may elect, upon delivery of this Debenture to the Company, to receive a new Debenture for such principal amount as has not been converted.
Conversion Notices. Borrower shall, at least 30 days prior to the proposed Conversion Date, give Bondowner Representative, Issuer and Bond Trustee written notice in the form attached hereto as Exhibit F (“Conversion Election Notice”) that Borrower has elected to convert the Convertible Loan from a floating interest rate construction loan to a fixed interest rate term loan with a maturity date extended to the Convertible Loan Maturity Date. The Conversion Election Notice shall be accompanied by (a) a rent roll covering the Project for the prior three consecutive, full calendar months immediately preceding the date of the Conversion Election Notice, certified by Borrower as true, correct, and complete, (b) operating statements for the Project for each of those three consecutive calendar months, and (c) computations and other supporting documentation evidencing satisfaction of all financial covenants set forth in this Agreement and the other Loan Documents and the other Conditions to Conversion requiring (in the judgment of Bondowner Representative) computation and/or supporting documentation, and certified in each instance by Borrower to be true, correct, and complete. If Bondowner Representative, based upon the information described above, and such other information as it may reasonably require Borrower to deliver to it as evidence of satisfaction of the Conditions to Conversion, shall concur that the Conditions to Conversion have been fully satisfied, Bondowner Representative shall give written notice in the form attached hereto as Exhibit G (“Conversion Notice”) of such determination to Borrower. The Conversion Notice shall establish the effective date of the conversion to a fixed interest rate term loan (“Conversion Date”), which shall be a Payment Date (as defined in the Convertible Note), and the Convertible Loan Maturity Date.
