Conversion Privilege and Conversion Rate. (a) Any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted by the Holder thereof in accordance with the provisions of this Article 4. Upon conversion, Holders shall be entitled to receive the amount of cash and, if applicable, shares of Common Stock determined in the manner provided in Section 4.12. Securities may be converted prior to the close of business on the Business Day immediately preceding the Final Maturity Date at the Conversion Rate in effect at the time of such conversion only under the following circumstances:
(1) on any Business Day in any fiscal quarter commencing at any time after October 31, 2007, and only during such fiscal quarter, if, as of the last day of the immediately preceding fiscal quarter, the Closing Price of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding fiscal quarter was more than 130% of the applicable Conversion Price on the last day of such preceding fiscal quarter;
(2) on any Business Day during the five Business Day period after any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Securities, as determined by the Trustee following a request by a Holder in accordance with the procedures described in Section 4.01(b), for each Trading Day of that period was less than 95% of the product of the Closing Price of the Common Stock on such day and the then applicable Conversion Rate per $1,000 principal amount of Securities.
(3) if the Company distributes to all holders of Common Stock any rights entitling them to purchase, for a period expiring within 45 days of such distribution, Common Stock, or securities convertible into Common Stock, at less than, or having a conversion price per share less than, the Closing Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution;
(4) if the Company distributes to all holders of Common Stock assets, cash, debt securities or rights to purchase the Company’s securities, which distribution has a per share value as determined by the Board of Directors exceeding 15% of the Closing Price per share of Common Stock on the Trading Day immediately preceding the declaration date for such distribution;
(5) if a Fundamental Change occurs; or
(6) at any time during the period beginning on June 15, 2016 and ending at the close of business on the Business Day immedia...
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence upon the original issuance of the Securities and expire at the close of business on December 1, 2004, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 13.5323 shares of Common Stock for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this ARTICLE ELEVEN.
Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article 4, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount (or if Payment-in-Kind interest is paid, in an integral multiple of $1,000) may be converted into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at any time prior to the close of business on the Business Day immediately preceding the Final Maturity Date, unless purchased by the Company at the Holder’s option, at the Conversion Rate in effect at such time, determined as hereinafter provided.
(b) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.
(c) A Holder of Securities is not entitled to any rights of a holder of Common Stock until such Holder has converted its Securities into Common Stock, and only to the extent such Securities are deemed to have been converted into Common Stock pursuant to this Article 4.
(d) The Conversion Rate shall be adjusted in certain instances as provided in Section 4.01(e) and Section 4.06.
(e) By delivering the number of shares of Common Stock issuable on conversion to the Trustee, or to the Conversion Agent, if the Conversion Agent is other than the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, and Additional Interest if any, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited).
(f) Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to deliver shares of Common Stock in connection with any conversion of Securities to the extent such delivery would, in the Company’s reasonable judgment, after having received the advice of independent legal counsel (who may be the Company’s regularly engaged independent legal counsel), constitute a violation of any Antitrust Laws; provided, however, that this Section 4.01(f) shall not limit the Company’s obligations under Section 7.5 of the Purchase Agreement.
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the 90th day after the last original issuance date of the Securities and expire at the close of business on December 15, 2003, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day prior to the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 41.2903 shares of Common Stock for each U.S. $1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII.
Conversion Privilege and Conversion Rate. (a) Subject to and upon compliance with the provisions of this Article XV, at the option of the Holder thereof, any Security that is an integral multiple of $1,000 may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to the adjustments described below, as follows:
(1) if, on or prior to October 15, 2022, the Closing Price of the Common Stock for at least 20 Trading Days in the period of the 30 consecutive Trading Days ending on the last Trading Day of any fiscal quarter is more than 125% of the then current Conversion Price of the Securities, then the Holder thereof will be entitled to convert such Security during the immediately following fiscal quarter;
(2) if, on any date after October 15, 2022, the Closing Price of the Common Stock is more than 125% of the then current Conversion Price of the Securities, then the Holder thereof will be entitled to convert such Security at all times thereafter
(3) if the Company elects to call the Securities for redemption on or after October 20, 2010, then the Holder thereof will be entitled to convert such Security (or the portion of the Security called for redemption, if less than all), until the close of business on the Trading Day prior to the Redemption Date;
(4) if Holdings distributes to all or substantially all holders of Common Stock rights, options or warrants entitling them to purchase Common Stock at less than the Closing Price of the Common Stock on the last day preceding the declaration for such distribution, except with respect to any existing or future Rights Plan, then the Holder thereof will be entitled to convert such Security in the period described below;
(5) if Holdings distributes to all or substantially all holders of Common Stock cash, assets, debt securities or capital stock, which distribution has a per share value as determined by the Board of Directors of Holdings exceeding 5% of the Closing Price of the Common Stock on the last day preceding the declaration for such distribution, then the Holder thereof will be entitled to convert such Security in the period described below; or
(6) if the Company or Holdings becomes a party to a consolidation, merger or sale of all or substantially all of its assets where such consolidation, merger or sale of all or substantially all assets constitutes a Fundame...
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Note may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the initial issuance date of the Notes and expire at the close of business on the Business Day prior to the date of Maturity of the Notes, subject, in the case of conversion of any Global Note, to any Applicable Procedures. In case a Note or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Note, such conversion right in respect of the Note, or portion thereof so called, shall expire at the close of business on the Business Day prior to the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Note). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 46.3822 shares of Common Stock for each U.S.$1,000 principal amount of Notes. The Conversion Rate shall be adjusted in certain instances as provided in this Article 10.
Conversion Privilege and Conversion Rate. (a) Upon the occurrence of any of the conditions described in clauses (i), (ii), (iii) or (iv) of this Section 10.01(a), and upon compliance with the provisions of this Article 10, a Holder will have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of its Notes at any time prior to the Close of Business on the Scheduled Trading Day immediately preceding June 15, 2017, at a rate (the “Conversion Rate”) of 97.2384 shares of Common Stock (subject to adjustment by the Company as provided in Section 10.04) per $1,000 principal amount of the Notes (the “Conversion Obligation”) under the circumstances and during the periods set forth below. On and after June 15, 2017, regardless of such conditions and upon compliance with the provisions of this Article 10, a Holder shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple of $1,000 in excess thereof) of its Notes at the applicable Conversion Rate at any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date.
(i) Prior to the Close of Business on the Scheduled Trading Day immediately preceding June 15, 2017, a Holder may surrender all or a portion of its Notes in $1,000 principal amount or an integral multiple of $1,000 in excess thereof for conversion during the five Business Day period immediately after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of the Notes for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate for the Notes for such Trading Day (the “Trading Price Condition”) subject to compliance with the procedures and conditions described below concerning the Bid Solicitation Agent’s obligation to make a Trading Price determination. The Bid Solicitation Agent will have no obligation to determine the Trading Price of the Notes unless the Company has requested such determination, and the Company will have no obligation to make such request (or seek bids itself) unless a Holder provides the Company with reasonable evidence that the Trading Price of the Notes would be less than 98% of the product of (a) the applicable Conversion Rate of the...
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security may be converted, in whole or in part, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the Issue Date and expire at the close of business on the date of Maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called for redemption or submitted for repurchase, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be, in which case the conversion right will terminate at the close of business on the date such default is cured and the Securities are redeemed or repurchased, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). If the Securities have a Redemption Date on or before December 10, 2007, the Company will make an Interest Make Whole Payment (as provided in Section 11.1) on all Securities surrendered for conversion after notice of redemption and prior to the Redemption Date. If a holder surrenders its Securities (or any portion thereof) for conversion after receipt of a Company Notice in connection with a Fundamental Change and prior to the Repurchase Date, and the Fundamental Change constitutes a Cash Buy-Out, the Company will pay a Make Whole Premium to such holder, in addition to the shares of Common Stock deliverable upon conversion of the Securities. The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially equal to 68.2594 shares for each U.S. 1,000 aggregate principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII.
Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Note may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/10,000 of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence immediately and expire at the close of business on October 1, 2005, subject, in the case of the conversion of any Global Security, to any applicable book-entry procedures of the Depositary therefor. In case a Note is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Note, such conversion right in respect of the Note shall expire at the close of business on the Business Day next preceding the Redemption Date or the Repurchase Date (as defined in Article Six), as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any applicable book entry procedures). If, during any Extension Period, a Note (or portion thereof) called for redemption is surrendered for conversion, any accrued and unpaid interest on such Note (or portion thereof) as of the Interest Payment Date occurring on or immediately preceding the conversion date for such Note (or portion thereof) shall be paid in cash to the Holder surrendering such Note for conversion. The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 16.6667 shares of Common Stock for each $1,000 principal amount of Notes. The Conversion Rate shall be adjusted in certain instances as provided in this Article Five.
Conversion Privilege and Conversion Rate. A Holder of Convertible Securities may convert the principal amount thereof (or any portion thereof that is an integral multiple of $1,000) into fully paid and nonassessable ADSs of the Company at any time following the date of original issuance thereof and prior to the close of business on the Business Day immediately preceding the Convertible Securities' Maturity at the Conversion Rate then in effect for such series, except that, with respect to any Convertible Securities called for redemption such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion right shall terminate on the date such default is cured). The rate at which ADSs shall be delivered upon conversion of Convertible Securities (the "Conversion Rate") shall be expressed as a number of ADSs per $1,000 principal amount at Maturity of Convertible Securities. The initial Conversion Rate with respect to any series of Convertible Securities shall be stated in such Convertible Securities and shall be subject to adjustment as provided in this Article. A Holder of Convertible Securities is not entitled to any rights of a holder of ADSs (other than as provided pursuant to the Company's shareholders rights plan, if any) until such Holder has converted such Convertible Securities into ADSs, and only to the extent that such Convertible Securities are deemed to have been converted into ADSs under this Article.
