Conversion of Term Loans Sample Clauses

Conversion of Term Loans. (i) The allocation of any Term Loan Commitments and Term Loans converted to Revolving Commitments and Revolving Loans pursuant to this Section 2.19 among the Revolving Lenders shall be pro rata based on each such Lender’s Term Loan Percentage of the then-outstanding Term Loans (prior to conversion) and any outstanding Term Loan Commitments; and (ii) such conversion shall result in the converted outstanding Term Loans being deemed to be Revolving Commitments and outstanding Revolving Loans of such Revolving Lenders (which amounts shall, immediately thereafter, be subject to the provisions of clause (d) below).

Conversion of Term Loans. (a) Subject to, and upon compliance with, the provisions of this Section 2.20, each Term Lender shall have the right, at such Term Lender’s option, to convert all or any portion (if the portion to be converted would result in the issuance of at least one whole share of Common Stock upon conversion) of the Term Loan held by such Term Lender at any time at the Conversion Rate. Notwithstanding the foregoing, except for any Person who beneficially owned more than 4.9% of the Common Stock immediately prior to the Fourth Amendment Effective Date, to the extent that any proposed conversion of the Term Loan by any Term Lender would result in any Person beneficially owning more than 4.9% of the Common Stock, the Term Loan will not be convertible at the option of such Term Lender to such extent. Notwithstanding the foregoing, except for any Person who directly or indirectly owned (including by virtue of relevant tax attribution rules) more than 9.9% of the vote or value of the Common Stock (as calculated for purposes of Section 871(h)(3) of the Internal Revenue Code) immediately prior to the Fourth Amendment Effective Date, to the extent that any proposed conversion of the Term Loan by any Term Lender would result in any non-U.S. Person directly or indirectly owning (including by virtue of relevant tax attribution rules) more than 9.9% of the vote or value of the Common Stock (as calculated for purposes of Section 871(h)(3) of the Internal Revenue Code), the Term Loan will not be convertible at the option of such Term Lender to such extent. (b) To exercise the conversion right with respect to any portion of the Term Loan, the applicable Term Lender must (i) complete and manually sign a conversion notice in the form attached hereto at Exhibit M (a “Conversion Notice”) or a facsimile of the Conversion Notice; (ii) deliver such signed and completed Conversion Notice, which is irrevocable, to the Conversion Agent; (iii) if required, furnish appropriate transfer documents; and (iv) if required, pay all transfer or similar governmental charges or duties as set forth in Section 2.20(c). For any portion of the Term Loan, the date on which the applicable Term Lender satisfies all of the applicable requirements set forth above with respect to such portion of the Term Loan shall be the “Conversion Date” with respect to such portion of the Term Loan. Each conversion shall be deemed to have been effected as to any portion of the Term Loan designated for conversion at 5:00 p.m., ...

Conversion of Term Loans. Borrower may convert any Portion of the Term Loan Borrowing from one Type of Portion to another Type. Borrower shall request such a conversion by an irrevocable written notice to Agent in the form of Exhibit E, appropriately completed (a “Notice of Term Loan Conversion”), which specifies, among other things: (i) The Portion of the Term Loan Borrowing which is to be converted; (ii) The amount and Type of each Portion of the Term Loan Borrowing into which it is to be converted; (iii) If any Portion of the Term Loan Borrowing is to be converted into a LIBOR Portion, the initial Interest Period selected by Borrower for such Portion in accordance with Subparagraph 2.03(f); and (iv) The date of the requested conversion, which shall be a Business Day. Borrower shall give each Notice of Term Loan Conversion to Agent at least three (3) Business Days before the date of the requested conversion in the case of any conversion into LIBOR Portions and at least two (2) Business Days before the date of the requested conversion in the case of any conversion into Base Rate Portions. Each Notice of Term Loan Conversion shall be delivered by first class mail or facsimile to Agent at the office or to the facsimile number and during the hours specified in Paragraph 8.01; provided, however, that Borrower shall promptly deliver to Agent the original of any Notice of Term Loan Conversion initially delivered by facsimile. Agent shall promptly notify each Lender of the contents of each Notice of Term Loan Conversion.

Conversion of Term Loans. (a) Each Term Lender who has executed and delivered to the Administrative Agent a counterpart to Amendment No. 3 as an “Extending and Consenting Lender” immediately prior to giving effect to Amendment No. 3 shall be deemed, upon the effectiveness of Amendment No. 3, to have converted all or a portion of its outstanding Dollar Term-1 Loans into Extended Dollar Term-1 Loans in the aggregate amount set forth (i) on such Lender’s signature page thereto and (ii) opposite such Lender’s name on Schedule 2.01(a)(i) under the caption “Extended Dollar Term-1 Loans”. (b) Each Term Lender who has not converted all of its Term Loans into a Extended Dollar Term- 1 Loan pursuant to Section 2.17(a) on or prior to the Amendment No. 3 Effective Date shall be deemed, upon the effectiveness of Amendment No. 3, to have converted all or a portion of its outstanding Dollar Term Loans into Non-Extended Dollar Term-1 Loans in the aggregate amount set forth opposite such Lender’s name on Schedule 2.01(a)(i) under the caption “Non-Extended Dollar Term-1 Loans”. (c) Each Term Lender who has executed and delivered to the Administrative Agent a counterpart to Amendment No. 3 as an “Extending and Consenting Lender” immediately prior to giving effect to Amendment No. 3 shall be deemed, upon the effectiveness of Amendment No. 3, to have converted all or a portion of its outstanding Euro Term Loans into Extended Euro Term Loans in the aggregate amount set forth (i) on such Lender’s signature page thereto and (ii) opposite such Lender’s name on Schedule 2.01(b) under the caption “Extended Euro Term Loans”. (d) Each Term Lender who has not converted all of its Term Loans into a Extended Euro Term Loan pursuant to Section 2.17(c) on or prior to the Amendment No. 3 Effective Date shall be deemed, upon the effectiveness of Amendment No. 3, to have converted all or a portion of its outstanding Euro Term Loans into Non-Extended Euro Term Loans in the aggregate amount set forth opposite such Lender’s name on Schedule 2.01(b) under the caption “Non-Extended Euro Term Loans”. (e) This Section 2.17 supersedes any provision in Section 2.13 or Section 10.01 to the contrary.

Conversion of Term Loans. Subject to the other terms and provisions of this Article VIII, upon the consummation of that currently contemplated merger or combination between the Borrower and a publicly traded biopharmaceutical company focused on prophylactic anti-infective drugs for use during invasive surgeries (“PubCo” and such merger or combination, the “Acquisition Transactions”), all outstanding principal and accrued but unpaid interest under the Term Loans shall automatically convert into such number of shares (the “Conversion Shares”) of common stock of PubCo (“Common Stock”) equal to a fraction, the numerator of which is the aggregate dollar value of such outstanding principal and accrued but unpaid interest under the Term Loans and the denominator of which is $2.75 (subject to adjustment upon the occurrence of certain events of PubCo, including in the case of stock splits, subdivisions, reclassifications or combinations of the Common Stock). The Conversion Shares shall be apportioned among the Lenders on a pro rata basis based on the outstanding principal and accrued but unpaid interest due and owing to each such Lender under the Term Loans immediately preceding the completion of Acquisition Transactions. In the event that there is any material departure from the terms of the Acquisition Transactions contemplated by Borrower and PubCo that results from any Lender’s or PubCo’s failure to perform any obligations required to be performed by such Lender or PubCo or any other failure by such Lender or PubCo to take any action that was necessary or appropriate for such Lender to take in order to complete the Acquisition Transactions on substantially the terms contemplated by PubCo and Borrower, then the Lenders, PubCo and Borrower shall negotiate different conversion terms in good faith.

Conversion of Term Loans. After the Discharge of Revolving Credit Obligations and upon the effectiveness of a Plan of Reorganization, the outstanding principal amount of Term Loans shall be repaid in cash, together with the Applicable Term Loan Repayment Fee and any accrued and unpaid interest and fees due thereon, or such principal amount of Term Loans converted into New Common Equity, in each case on the terms and subject to the conditions set forth in Schedule 2.19, and any conversion pursuant to this Section 2.19 shall be deemed to constitute a repayment of the outstanding principal amount of Term Loans so converted.

Conversion of Term Loans. A. Defined Terms Capitalized terms not otherwise defined herein shall have such meanings as set forth in the Agreement. In addition, the following additional terms shall be defined as follows:

Conversion of Term Loans. Subject to the other terms and provisions of this Article VIII, upon the closing of the Qualified Offering, and compliance by Borrower with all components comprising the Qualified Offering and provided that all Conversion Shares to be issued hereunder are registered for resale pursuant to an effective registration statement on Form S-1, the entire outstanding principal amount of Term Loans together with all accrued and unpaid interest thereon shall automatically convert, without any action on the part of the Lenders, into shares of common stock of Borrower as are issued in the Qualified Offering at a conversion price equal to 80% of the Qualified Offering price (an “Automatic Conversion”). Upon such Automatic Conversion, each Investor shall be deemed to be a purchaser in the Qualified Offering and shall be granted all rights afforded to a purchaser in the Qualified Offering. Upon such Automatic Conversion, Articles II, V, VI, and VII shall be of no further force and effect.

Conversion of Term Loans. As long as the Investment Agreement shall not have been terminated pursuant to Section 7.1 or 7.2 thereof, on the Effective Date, the principal amount of (i) the Term Loans, and (ii) the PIK Interest Note, in each case together with accrued interest thereon, shall be satisfied in full by the conversion of such amount into shares of Stock of New Globalstar in accordance with Section 1.1(a) of the Investment Agreement. All other Obligations shall be deemed satisfied upon such conversion.

Conversion of Term Loans. On the date of the effectiveness of this Amendment the following transactions shall occur: (a) the Term Commitment shall be converted into an addition to the Revolving Commitment, so that the Revolving Commitment shall be increased from $1,500,000,000 to $2,500,000,000 and the former Term Commitment shall be terminated; (b) the Borrower shall be deemed to have requested Loans under the Revolving Commitment (as increased pursuant to this Amendment by the conversion of the Term Commitment) in an amount sufficient to repay the then outstanding Term Loans and Revolving Loans; (c) each Lender will fund such new Revolving Loans in accordance with their Pro Rata Shares (as adjusted in connection with this Amendment); (d) the risk participations of the Lenders in any outstanding Swing Line Loans and Letters of Credit shall be deemed to give effect to the adjusted Pro Rata Shares of the Lenders in the Revolving Commitment; (e) all accrued and unpaid interest in respect of the Revolving Loans and the Term Loans, any breakage fees due pursuant to Section 3.8 of the Loan Agreement, all accrued and unpaid Unused Fees, and all accrued and unpaid Letter of Credit Fees, shall be paid in full by the Borrower; and (f) for the avoidance of doubt, any Competitive Advances which then are outstanding under the Loan Agreement shall remain outstanding, and shall not be affected by this Amendment.