Conversion Privilege; Conversion Rate Sample Clauses
The "Conversion Privilege; Conversion Rate" clause defines the right of a security holder, such as a bondholder or preferred shareholder, to convert their holdings into another form of security, typically common stock, and specifies the rate at which this conversion occurs. This clause outlines the exact terms under which conversion can take place, including the number of shares received per unit of the original security and any conditions or timeframes that must be met. Its core practical function is to provide investors with flexibility and potential upside by allowing them to participate in the equity of the company, while also ensuring clarity on the terms of conversion to prevent disputes.
Conversion Privilege; Conversion Rate. (a) Subject to the provisions of this Article 14, at any time and from time to time on or after the date hereof each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion of such Note into fully paid and nonassessable shares (“Conversion Shares”) of Common Stock (the “Conversion Obligation”); provided, however, that (i) on or prior to the Conversion Limitation Termination Date, no Holder shall be entitled to convert any Series A Note into a number of Conversion Shares that, together with all other Conversion Shares issued upon conversion of Series A Notes, Issued Series A Warrant Shares and Other Exchange Shares, would exceed the Remaining NYSE Share Cap Amount as of the Conversion Date in respect of such conversion, and (ii) during the Cash Settlement Period, the Company shall pay to each Holder seeking to convert any Series A Note into any Excess Conversion Shares the Cash Settlement Amount in lieu of issuing such Excess Conversion Shares in accordance with the terms of Section 14.02(c). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, then the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share of Common Stock (with 0.5 rounded up), and no cash payment will be made in lieu thereof where rounded down.
(b) Subject to Section 14.02 (and, in the case of Major Transaction Conversions and Redemption Period Conversions in connection with Warrantless Optional Redemptions, each Holder’s right to receive Additional Conversion Shares as provided in Section 15.01 and Section 16.05), the number of Conversion Shares issuable upon a conversion of any portion of a Note pursuant to Section 14.02, shall be determined according to the following formula (the “Conversion Rate”):
Conversion Privilege; Conversion Rate. (a) Subject to the conditions and during the periods described in Section 5.01(b), and upon compliance with the provisions of this Article 5, a Holder shall have the right to surrender for conversion all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes at any time until the close of business on the Business Day immediately preceding the Free Convertibility Date. On and after the Free Convertibility Date and until the close of business on the second Scheduled Trading Day immediately prior to the Maturity Date, a Holder shall have the right to surrender all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof) of its Notes for conversion, regardless of whether any of the conditions described in section 5.01(b) have been satisfied, upon compliance with the provisions of this Article 5. Upon conversion of Notes, the holder shall be entitled to receive the amounts due upon conversion specified in Section 5.04 based on the applicable Conversion Rate then in effect. The Conversion Rate in effect at any time shall be subject to adjustment in the manner set forth herein.
(b) Subject to the conditions and during the periods described in this section 5.01(b), a Holder shall have the right to surrender its Notes for conversion at any time until the close of business on the Business Day immediately preceding the Free Convertibility Date.
(i) Prior to the close of business on the Business Day immediately preceding the Free Convertibility Date, a Holder may surrender all or any portion of its Notes for conversion during any calendar quarter commencing after the quarter ending March 31, 2015 (and only during such calendar quarter) if the Last Reported Sale Price of the Common Stock for at least twenty (20) Trading Days (whether or not consecutive) in the period of thirty (30) consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the Conversion Price of the Notes in effect on each applicable Trading Day.
(ii) If, prior to the close of business on the Business Day immediately preceding the Free Convertibility Date, the Trading Price per $1,000 principal amount of the Notes on each Trading Day during any five consecutive Trading Day period is less than 98% of (x) the Last Reported Sale Price of the Common Stock on such Trading Day mu...
Conversion Privilege; Conversion Rate. Prior to the Close of Business at Stated Maturity, so long as one or more of the conditions set forth in Section 402(a) is satisfied, the Holder of any Subordinated Debenture is entitled at such Holder's option to convert such Subordinated Debenture or any portion of such Subordinated Debenture the principal amount of which is $1,000 or an integral multiple thereof, into that number of fully paid and non-assessable Common Shares determined using the Conversion Rate then in effect by surrender of the Subordinated Debenture to be converted in whole or in part in the manner provided in Section 403. In case a Subordinated Debenture or portion thereof is called for redemption, such conversion right in respect of the Subordinated Debenture or portion so called shall expire immediately prior to the Close of Business on the last Business Day prior to the Redemption Date, unless the Company defaults in making the payment due upon such redemption. In case a Change in Control Purchase Notice has been delivered with respect to such Subordinated Debenture or a portion thereof, such conversion right in respect of the Subordinated Debenture or portion thereof subject to such notice cannot be exercised unless such Change in Control Purchase Notice has been withdrawn in accordance with the provisions of the Indenture prior to the Close of Business on the Change in Control Purchase Date.