Appears in 2 contracts

Samples: Indenture (Baidu, Inc.), Indenture (iQIYI, Inc.)

Appears in 2 contracts

Samples: Indenture (Pacira BioSciences, Inc.), Indenture (Flexion Therapeutics Inc)

Appears in 2 contracts

Samples: Indenture (Brookdale Senior Living Inc.), Indenture (Brookdale Senior Living Inc.)

Appears in 2 contracts

Samples: Indenture (New Whale Inc.), Indenture (World Wrestling Entertainmentinc)

Appears in 2 contracts

Samples: Indenture (Atlas Holdings, Inc.), Indenture (Impax Laboratories Inc)

Appears in 2 contracts

Samples: Indenture (Canopy Growth Corp), Indenture (Canopy Growth Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~August 15, ~~2023~~ 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 1~~August 15, ~~2023~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 62.3539 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~August 15, ~~2023~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $1,000,000 aggregate principal amount of Notes requests in writing that the Company make such a determination and provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct three nationally recognized securities dealers to deliver bids and instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not, when the Company is required to,~~ not instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing~~). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify in writing the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee). (i) If, prior to the close of business on the Business Day immediately preceding August 15, 2029, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan so long as such rights have not separated from the shares of the Common Stock) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than pursuant to a stockholder rights plan so long as such rights have not separated from the shares of the Common Stock), which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify in writing all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, no later than the Business Day after the Company becomes aware that such separation has occurred or will occur); provided, however, that if the Company elects Physical Settlement (to the extent that the Company has not elected another Settlement Method to apply, including pursuant to Section 14.02) in the applicable notice in respect of any conversions that occurs from, and including, the date the Company provides such notice to, and including, the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or issuance (or, if earlier, the date the Company announces that such issuance or distribution will not take place) (the “Distribution Trigger Irrevocable Physical Settlement Period”), the Company shall be permitted to provide no less than 10 Scheduled Trading Days’ notice prior to the Ex-Dividend Date for the applicable issuance or distribution, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the Distribution Trigger Irrevocable Physical Settlement Period by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Notwithstanding the foregoing, Holders may not convert their Notes under this Section 14.01(b)(ii) if they participate (other than in the case of a share split or share combination) at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described under this Section 14.01(b)(ii)(A) or (B) without having to convert their Notes as if they held a number of shares of Common Stock equal to the then-effective Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee not the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether an issuance or distribution described in this clause (ii) has occurred. (ii) If a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 15, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that does not constitute a Fundamental Change or Make-Whole Fundamental Change) that occurs prior to the close of business on the Business Day immediately preceding August 15, 2029, in each case, pursuant to which the Common Stock would be converted into cash, securities or other assets, all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of the transaction until the earlier of (x) 35 Trading Days after the effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify in writing Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction. Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether a Fundamental Change or a Make-Whole Fundamental Change has occurred. (iii) Prior to the close of business on the Business Day immediately preceding August 15, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after March 31, 2025 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall provide written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). Neither the Trustee nor the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the condition set forth in this clause (iv) has been met. (iv) If the Company calls any or all of the Notes for redemption pursuant to Article 16 prior to the close of business on the Business Day immediately preceding August 15, 2029, then a Holder may surrender all or any part of such of its Notes as called for redemption for conversion at any time prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date, even if the Notes are not otherwise convertible at such time. After that time, the right to convert such Notes pursuant to this Section 14.01(b)(v) shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Notes may convert its Notes until the Redemption Price has been paid or duly provided for.

Appears in 2 contracts

Samples: Indenture (Alignment Healthcare, Inc.), Indenture (Alignment Healthcare, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~September 15, ~~2023~~ 2027 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~September 15, ~~2023~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 4.8560 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~September 15, ~~2023~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ Unless the Company is acting as Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if ~~other than~~ not the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall (if the Company is acting as Bid Solicitation Agent) or the Company shall instruct the Bid Solicitation Agent (if ~~other than the Company) in writing to determine, or if~~ the Company is not acting as Bid Solicitation Agent), ~~the Company shall determine~~in writing, to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate. ~~At such time as~~ If the Company ~~directs~~ does not instruct the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or ~~(y)~~ if the Company is acting as Bid Solicitation Agent and the Company fails to ~~make such determination~~ determine the Trading Price per $1,000 principal amount of Notes when ~~obligated as provided in~~ the ~~preceding sentence~~Company is required to do so, then, in ~~either~~ each case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company shall provide the Bid Solicitation Agent in writing with the names and contact details of three independent recognized securities dealers selected by the Company, and the Company shall direct those securities dealers to provide bids to the Bid Solicitation Agent. In the event that the Company is not acting as Bid Solicitation Agent and the Bid Solicitation Agent is required to determine the Trading Price, but cannot, in its own determination, act in such capacity, the Bid Solicitation Agent shall notify the Company and the Company shall promptly appoint a substitute Bid Solicitation Agent. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing~~writing in accordance with Section 16.03 and shall so notify the Holders by issuing a press release or providing notice on the Company’s website and, in respect of Global Notes, shall provide notice through the Depositary in accordance with the procedures thereof. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) as described in the preceding sentence.

Appears in 1 contract

Samples: Indenture (Burlington Stores, Inc.)

Appears in 1 contract

Samples: Indenture (Coupa Software Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~ 2028 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~March 15, ~~2023~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 26.0247 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ Unless the Company is acting as Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company (which may include one or more of the Initial Purchasers or their Affiliates) pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if ~~other than~~ not the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $2.0 million in aggregate principal amount of the Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall (if the Company is acting as Bid Solicitation Agent) or the Company shall instruct the Bid Solicitation Agent (if ~~other than the Company) in writing to determine, or if~~ the Company is not acting as Bid Solicitation Agent), ~~the Company shall determine~~in writing, to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion ~~Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations,~~ Rate and the Company will ~~provide the Bid Solicitation Agent with the names and contact details of~~ instruct the three independent nationally recognized securities dealers ~~the Company selects, and the Company will direct those securities dealers~~ to ~~provide~~ deliver bids to the Bid Solicitation Agent. If ~~(x) the Company is not acting as Bid Solicitation Agent, and~~ the Company does ~~not, when the Company is required to,~~ not instruct the Bid Solicitation Agent in writing to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or ~~(y)~~ if the Company is acting as Bid Solicitation Agent and the Company fails to ~~make such determination~~ determine the Trading Price per $1,000 principal amount of Notes when ~~obligated as provided in~~ the ~~preceding sentence~~Company is required to do so, then, in ~~either~~ each case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. In the event that the Company is not acting as Bid Solicitation Agent and the Bid Solicitation Agent is required to determine the Trading Price, but cannot, in its own determination, act in such capacity, the Bid Solicitation Agent shall notify the Company and the Company shall promptly appoint a substitute Bid Solicitation Agent. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) as described in the preceding sentence.

Appears in 1 contract

Samples: Indenture (Bread Financial Holdings, Inc.)

Appears in 1 contract

Samples: Indenture (Live Nation Entertainment, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~ 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 1~~March 15, ~~2023~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 18.6120 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding March 15, 2028, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 15, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 15, 2028, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding March 15, 2028, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2023 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 34th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 65 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of the related Notice of Redemption in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, such conversion will be deemed “in connection with” the relevant Notice of Redemption pursuant to Section 14.03(a), and the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Samples: Indenture (Ionis Pharmaceuticals Inc)

Appears in 1 contract

Samples: Indenture (Nutanix, Inc.)

Conversion Privilege. (a) Subject to the conditions described in clause (i), (ii), and (iii) below, and upon compliance with the provisions of this Article 14XIII, ~~each Holder of~~ a ~~Note~~ Noteholder shall have the right, at such ~~Holder~~holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof; provided that the remaining principal amount of any Note so converted is $2,000 or an integral multiple of $1,000 in excess thereof) of such Note ~~(i) subject to satisfaction of the conditions described in Section 14.01(b),~~ at any time prior to the close of business on the ~~Business~~ scheduled Trading Day immediately preceding ~~June 1~~May 15, ~~2023~~ 2017 at a rate (the “Conversion Rate”) of ___ shares of Common Stock (subject to adjustment by the Company as provided in Section 13.04) per $1,000 principal amount Note (the “Conversion Obligation”) under the circumstances and during the periods set forth ~~in Section 14.01(b)~~below. On and after May 15, ~~and (ii)~~ 2017, regardless of the conditions described in ~~Section 14.01(b~~clause (i), on (ii) and (iii) below, and upon compliance with the provisions of this Article XIII, a Noteholder shall have the right, at such holder’s option, to convert all or ~~after June 1, 2023 and~~ any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof; provided that the remaining principal amount of any Note so converted is $2,000 or an integral multiple of $1,000 in excess thereof) of such Note at any time prior to the close of business on the second ~~Scheduled~~ scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 37.1830 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) ~~Prior~~ The Notes shall be convertible prior to the close of business on the Business Day immediately ~~preceding June 1~~prior to May 15, ~~2023~~2017, ~~a Holder may surrender all or any portion of its Notes for conversion at any time~~ during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of ~~Notes, as determined following a request by a Holder of~~ Notes ~~in accordance with this subsection (b)(i),~~ for each ~~Trading Day~~ day of ~~the~~ such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on ~~each~~ such ~~Trading Day~~ date and the Conversion Rate on ~~each~~ such ~~Trading Day. The Trading Prices shall be~~ date, all as determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for eachAgent. The Bid Solicitation Agent ~~(if other than the Company)~~ shall have no obligation to determine the Trading Price ~~per US$1,000 principal amount~~ of the Notes unless requested by the Company ~~has requested such determination~~ to do so in writing~~, and the~~ . The Company shall have no obligation to make such ~~request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per US$1,000~~ a determination unless a Noteholder of at least $1,000,000 aggregate principal amount of ~~Notes) unless a Holder~~ Notes provides the Company with reasonable evidence that the Trading Price ~~per US$1,000 principal amount~~ of the Notes ~~on any Trading Day~~ would be less than 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price ~~of the ADSs on~~ at such ~~Trading Day and the Conversion Rate on such Trading Day~~time, at which time the Company shall instruct the Bid Solicitation Agent ~~(if other than the Company) in writing~~ to ~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ determine the Trading Price ~~per US$1,000 principal amount~~ of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$1,000 principal amount of Notes~~ Note is greater than or equal to 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price ~~of the ADSs and the Conversion Rate. At~~ on such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate on each Trading Day of such failuredate. If the Trading Price condition set forth above has been met, the Company shall so notify the ~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing~~Noteholders. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than ~~or equal to~~ 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price ~~of the ADSs and the Conversion Rate for~~ on such date, the Company shall so notify the Noteholders. (ii) The Notes shall be convertible prior to the close of business on the Business Day immediately prior to May 15, 2017, during any calendar quarter after the calendar quarter ending September 30, 2010, if the Last Reported Sale Price of the Common Stock for twenty (20) or more Trading Days (whether or not consecutive) in a period of thirty (30) consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter exceeds 130% of the applicable Conversion Price in effect on the last Trading Day of the immediately preceding calendar quarter. (iii) The Notes shall be convertible prior to the close of business on the Business Day immediately prior to May 15, 2017 as provided in Section 13.01(b), Section 13.01(c) and Section 13.01(d). (b) In the event that the Company elects to: (i) distribute to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date of such distribution; or (ii) distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or rights to purchase the Company’s securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 10% of the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on the day immediately preceding the date of declaration of such distribution, then, in either case, holders may surrender the Notes for conversion at any time on and after the date that the Company provides notice to holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify holders of any distribution referred to in either clause (i) or clause (ii) above and of the resulting conversion right no later than the 20th Business Day prior to the Ex-Dividend Date for such distribution. Holders may not exercise this right if such Holder participates in the distribution without conversion. (c) If the Company consolidates with or merges with or into another Person or is a party to a binding share exchange or conveys, transfers, sells, leases or otherwise disposes of all or substantially all of its properties and assets in each case pursuant to which the Common Stock would be converted into cash, securities and/or other property, then the holders shall have the right to convert Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided such transaction does not otherwise constitute a Designated Event to which the provisions of Section 13.01(d) shall apply. The Company will notify holders of Notes at least 20 calendar days prior to the anticipated effective date of such transaction. The Board of Directors shall determine the anticipated effective date of the transaction, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company and posted on its web site not later than two Business Day prior to such 15th day. (d) If the Company is a party to any transaction or event that constitutes a Designated Event, a holder may surrender Notes for conversion at any time from and after the 30th scheduled Trading Day prior to the anticipated effective date of such transaction or event until the related Designated Event Repurchase Date and, upon such surrender, if such Designated Event also constitutes a Fundamental Change, the holder shall be entitled to the increase in the Conversion Rate, if any, specified in Section 13.01(e). The Company shall give notice in writing to all record Noteholders and the ~~Holders~~Trustee of the Designated Event no later than 30 scheduled Trading Days prior to the anticipated effective date of the Designated Event. (i) If a Noteholder elects to convert Notes in connection with a Fundamental Change that occurs prior to August 15, 2017, the ~~Trustee~~ Conversion Rate applicable to each $1,000 principal amount of Notes so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that no increase will be made in the case of Fundamental Change if at least 90% of the consideration paid for the Company’s Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Fundamental Change transaction consists of shares of capital stock traded on the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or that will be so traded or quoted immediately following the transaction) and, as a result of such transaction or transactions. the notes become convertible solely into such common stock. Settlement of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 13.02(d) below. For purposes of this Section 13.01(e), a conversion shall be deemed to be “in connection” with a Fundamental Change to the extent that such conversion is effected during the time period specified in Section 13.01(d) (regardless of whether the provisions of clause (a)(i), (a)(ii), (b) or (c) of this Section 13.01 shall apply to such conversion). (ii) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”), and the Stock Price; provided that if the actual Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the two nearest Effective Dates, as applicable, based on a 365-day year; provided, further, that if (1) the Stock Price is greater than $____ per share of Common Stock (subject to adjustment in the same manner as set forth in Section 13.04), no Additional Shares will be added to the Conversion ~~Agent~~ Rate, and (if 2) the Stock Price is less than $____ per share (subject to adjustment in the same manner as set forth in Section 13.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed___ per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 13.04). (iii) The Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted by the Company as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares within the table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.04 (other than by operation of an adjustment to the ~~Trustee~~Conversion Rate by adding Additional Shares).

Appears in 1 contract

Samples: Indenture (Sandisk Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 in principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section ~~14.01(b~~9.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~October 15, ~~2023~~ 2024 under the circumstances and during the periods set forth in Section ~~14.01(b~~9.01(b), and (ii) regardless of the ~~conditions described in Section 14.01(b)~~foregoing conditions, on or after ~~June 1~~October 15, ~~2023 and prior to~~ 2024 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 25.5384 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject ~~to, and in accordance with,~~ to the settlement provisions of Section ~~14.02~~9.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~October 15, ~~2023~~2024, a Holder of Notes may surrender all or any portion of its Notes for conversion ~~at any time~~ during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on ~~each~~ such Trading Day~~. The Trading Prices shall be determined by~~ , subject to compliance with the ~~Bid Solicitation Agent pursuant to~~ procedures and conditions described in this subsection (b)(i~~) and the definition of Trading Price set forth in this Indenture~~). The Company shall provide written notice to the Bid Solicitation Agent (if ~~other than~~ the ~~Company~~Company is not acting as Bid Solicitation Agent) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. If the Company does not, when it is required to, instruct the Bid Solicitation Agent to (or, if the Company is acting as Bid Solicitation Agent, the Company does not) obtain bids, or if the Company instructs the Bid Solicitation Agent to determine the Trading Price per $1,000 principal amount of Notes when obligated as provided in the preceding sentence and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate on each Trading Day of such failure. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading ~~Price per US$1,000 principal amount of Notes~~Price) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on~~ Rate. At such ~~Trading Day~~time, ~~at which time~~ the Company shall instruct the Bid Solicitation Agent to (~~if other than the Company) in writing to determine~~or, or if the Company is acting as Bid Solicitation Agent, the Company ~~shall determine,~~ shall) determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been ~~met~~met on any Trading Day, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing~~writing within one business day following such Trading Day, in accordance with Sections 1.5 and 1.6 of the Base Indenture. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such ~~date~~Trading Day, the Company shall promptly so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) that the Trading Price condition is no longer met and thereafter neither the Company nor the Bid Solicitation Agent shall be required to solicit bids again until another qualifying request is made as provided above, in accordance with Sections 1.5 and 1.6 of the Base Indenture.

Appears in 1 contract

Samples: First Supplemental Indenture (INSMED Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~November 15, ~~2023~~ 2024 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~November 15, ~~2023~~ 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 9.4469 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~November 15, ~~2023~~2024, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ Unless the Company is acting as Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if ~~other than~~ not the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall (if the Company is acting as Bid Solicitation Agent) or the Company shall instruct the Bid Solicitation Agent (if ~~other than the Company) in writing to determine, or if~~ the Company is not acting as Bid Solicitation Agent), ~~the Company shall determine~~in writing, to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate. ~~At such time as~~ If the Company ~~directs~~ does not instruct the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such #92449509v11 determination, or ~~(y)~~ if the Company is acting as Bid Solicitation Agent and the Company fails to ~~make such determination~~ determine the Trading Price per $1,000 principal amount of Notes when ~~obligated as provided in~~ the ~~preceding sentence~~Company is required to do so, then, in ~~either~~ each case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. In the event that the Company is not acting as Bid Solicitation Agent and the Bid Solicitation Agent is required to determine the Trading Price, but cannot, in its own determination, act in such capacity, the Bid Solicitation Agent shall notify the Company and the Company shall promptly appoint a substitute Bid Solicitation Agent. If the Trading Price condition set forth above has been met, the Company shall so notify the ~~Holders, the~~ Trustee and the Conversion Agent (if other than the Trustee) in ~~writing~~accordance with Section 16.03 and shall so notify the Holders by issuing a press release or providing notice on the Company’s website and, in respect of Global Notes, shall provide notice through the Depositary in accordance with the procedures thereof. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) as described in the preceding sentence.

Appears in 1 contract

Samples: Indenture (Live Nation Entertainment, Inc.)

Appears in 1 contract

Samples: Indenture (NanoString Technologies Inc)

Appears in 1 contract

Samples: Indenture (Blackhawk Network Holdings, Inc)

Appears in 1 contract

Samples: Indenture (Natera, Inc.)

Conversion Privilege. (a) Subject to and ~~upon~~ in compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ February 1, ~~2023~~ 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ February 1, ~~2023~~ 2027 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 11.2042 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ February 1, ~~2023~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five consecutive Business Day period immediately ~~after~~ following any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in ~~writing,~~ writing and has provided the Bid Solicitation Agent with the names and contact information of the securities dealers the Company has selected for such purpose; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading ~~Price per US$1,000 principal amount of Notes~~Price) unless a Holder of at least $2,000,000 aggregate principal amount of Notes (or such lesser amount as may then be outstanding) provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company ~~shall~~ will determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company determines that the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate~~. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations~~, and the Company will ~~provide the Bid Solicitation Agent with the names and contact details of~~ instruct the three independent nationally recognized securities dealers selected by the Company ~~selects, and the Company will direct those securities dealers~~ to ~~provide~~ deliver bids to the Bid Solicitation Agent (if other than the Company), or if the Company is acting as Bid Solicitation Agent, to the Company. If (x) the Company is not acting as Bid Solicitation ~~Agent,~~ Agent and the Company does not, when ~~the Company~~ it is required to, instruct the Bid Solicitation Agent to ~~determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence~~obtain bids, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation ~~Agent in writing to obtain bids~~ Agent, and the Bid Solicitation Agent fails to make such ~~determination,~~ determination or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~determination when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Bid Solicitation Agent, or if the Company is acting as Bid Solicitation Agent, the Company, determines that the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee)) in writing.

Appears in 1 contract

Samples: Indenture (Snap Inc)

Appears in 1 contract

Samples: Indenture (Datadog, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s 's option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 1, ~~2023~~ 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ March 1, ~~2023~~ 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 20.0024 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 1, ~~2023~~2026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder ~~provides~~ or Holders of at least $2,000,000 principal amount of Notes in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding March 1, 2026, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company's assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 46 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversion of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company's announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding March 1, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company's jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding March 1, 2026, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder's Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding March 1, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company's delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 44th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by ‎‎Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 nor more than 60 calendar days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest shall be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company shall, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period if such Notes are otherwise convertible pursuant to any other provision of this ‎‎Section 14.01(b).

Appears in 1 contract

Samples: Indenture (Jamf Holding Corp.)

Appears in 1 contract

Samples: Indenture (8x8 Inc /De/)

Appears in 1 contract

Samples: Indenture (Sea LTD)

Appears in 1 contract

Samples: Indenture (Chegg, Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ July 1, ~~2023~~ 2027 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ July 1, ~~2023~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 6.3492 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ July 1, ~~2023~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding July 1, 2027, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding July 1, 2027, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding July 1, 2027 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding July 1, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on January 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination in connection with the foregoing.

Appears in 1 contract

Samples: Indenture (Snowflake Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article ~~14, each Holder of a Note shall have the right~~7, at ~~such Holder’s option~~the option of the Holder thereof, ~~to convert all~~ any Security, in whole or ~~any portion (if the portion to~~ in part, may be converted ~~is US$~~into the Settlement Amount, at a rate (the “Conversion Rate”) of 20.00 shares of Common Stock per $1,000 principal amount ~~or an integral multiple thereof)~~ of ~~such Note (i)~~ Securities, subject to ~~satisfaction of the conditions described in~~ adjustment pursuant to Section ~~14.01(b)~~7.05, ~~at any time~~ prior to the ~~close~~ Close of ~~business~~ Business on the Business Day immediately preceding June 1, 2023 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after June 1, 2023 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 37.1830 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (b) The Securities shall be convertible (i) ~~Prior~~ at any time on or after March 1, 2027 and prior to the ~~close~~ Close of ~~business~~ Business on the Business Day immediately preceding ~~June~~ the Maturity Date and (ii) prior to March 1, ~~2023~~2027, only upon the occurrence of one of the following events: (i) During any calendar quarter after the calendar quarter ending June 30, 2007 and only during such calendar quarter, if the Closing Price of the Common Stock for twenty (20) or more Trading Days in a ~~Holder may surrender all or~~ period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter is more than 130% of the Conversion Price on such last Trading Day. Commencing July 1, 2007 and at the beginning of each calendar quarter thereafter, the Conversion Agent shall determine, on the Company’s behalf, whether the Securities are convertible as the result of the satisfaction of this condition in the preceding calendar quarter and shall promptly notify the Company and the Trustee accordingly. The Trustee shall, in turn, notify the Holders in each calendar quarter but in no event later than seven (7) days after the beginning of such calendar quarter. (ii) During any ~~portion of its Notes for conversion at any time during the~~ five Business Day period ~~immediately~~ after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of ~~Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i),~~ Securities for each ~~Trading Day~~ day of ~~the~~ such Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price ~~of the ADSs~~ on ~~each~~ such ~~Trading Day~~ date and the Conversion Rate on ~~each~~ such ~~Trading Day. The Trading Prices shall be~~ date, all as determined by the ~~Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture~~Trustee. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) Trustee shall have no obligation to determine the Trading Price ~~per US$1,000 principal amount~~ of ~~Notes~~ Securities unless requested by the Company ~~has requested such determination~~ to do so in writing, and the Company shall have no obligation to make such request ~~(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per US$1,000 principal amount of Notes)~~ unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of ~~Notes on any Trading Day~~ Securities would be less than 98% of the product of ~~the Last Reported Sale Price of the ADSs on such Trading Day and~~ (a) the Conversion Rate on of the Securities and (b) the Closing Price at such ~~Trading Day~~time, at which time the Company shall instruct the ~~Bid Solicitation Agent (if other than the Company) in writing~~ Trustee to ~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ determine the Trading Price ~~per US$1,000 principal amount~~ of ~~Notes~~ the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of ~~Notes~~ Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (xa) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate of the Securities and (b) the Closing Price on ~~each Trading Day of~~ such ~~failure~~date. If the Trading Price condition set forth ~~above~~ in this Section 7.01(b)(ii) has been met, the Company shall so notify the Holders~~, the Trustee and the Conversion Agent (if other than the Trustee) in writing~~. If, at any time after the Trading Price condition set forth ~~above~~ in this Section 7.01(b)(ii) has been met, the Trading Price per ~~US$~~$1,000 principal amount of ~~Notes~~ Securities is greater than or equal to 98% of the product of ~~the Last Reported Sale Price of the ADSs and~~ (a) the Conversion Rate ~~for~~ of the Securities and (b) the Closing Price on such date, the Company shall so notify the Holders. (iii) If any of the Securities are called for redemption pursuant to Section 5.01 at any time prior to the Close of Business on the Business Day prior to the Redemption Date, even if the Securities are not otherwise convertible at such time. (iv) If the Company elects to distribute to all holders of Common Stock: (A) certain rights (including rights under a stockholder rights plan) or warrants entitling them to purchase, for a period expiring within 45 days of the date of issuance, shares of Common Stock at less than the average of the Closing Price for the five consecutive Trading Day period ending on the Trading Day preceding the announcement of such distribution; or (B) cash, assets, debt securities or certain rights to purchase the Company’s securities, which distribution has a per share value exceeding 7.5% of the Closing Price of the Common Stock on the Trading Day immediately preceding the announcement of such distribution; then, in either case, the Company shall notify the Holders at least 25 Trading Days prior to the ex-dividend date for such distribution; provided that if the Company distributes rights pursuant to a stockholder rights plan, it shall notify the holders of the Securities on the Business Day after the Company is required to give notice generally to its stockholders pursuant to such stockholder rights plan if such date is less than 25 Trading Days prior to the date of such distribution. Once the Company has given the notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business on the Business Day prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. Notwithstanding the foregoing, a Holder may not convert its Securities under this Section 7.01(b)(iv) if the Holder participates in such distribution due to the participation of Holders in such distribution. (v) If the Company is a party to any transaction or an event occurs that constitutes a Fundamental Change, a Holder may surrender Securities for conversion at any time from and after the date which is ten (10) Trading Days prior to the anticipated effective date of such Fundamental Change until and including the Trading Day prior to the related Fundamental Change Repurchase Date. The Company shall give notice in writing to all Holders and the Trustee of a Fundamental Change no later than ten (10) Trading Days prior to the anticipated effective date of the Fundamental Change that the Company knows or reasonably should know will occur. If the Company does not know, and should not reasonably know, that a Fundamental Change will occur until a date that is within ten (10) Trading Days before the anticipated effective date of such Fundamental Change, the Company shall give notice in writing to all Holders and the Trustee of the Fundamental Change promptly after the Company has knowledge of such Fundamental Change. The Board of Directors shall determine in good faith the anticipated effective date of the Fundamental Change, and such determination shall be conclusive and binding on the Holders and shall be publicly announced by the Company not later than two Business Days prior to the end of such 10 Trading Day period. (c) If a Holder elects to convert Securities in connection with a Makewhole Fundamental Change that has an Effective Date prior to May 1, 2014, the Company shall increase the Conversion Rate by an additional number of shares of Common Stock (the “Additional Shares”) set forth in Exhibit B. For purposes of this Section 7.01, any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Makewhole Fundamental Change shall be deemed to have occurred “in connection” with a Makewhole Fundamental Change to the extent that such conversion is effected during the time period specified in Section 7.01(b)(v) (regardless of whether the provisions of Section 7.01(b) shall apply to such conversion). The increase in the Conversion Rate, expressed as a number of Additional Shares per $1,000 principal amount of Securities, will be determined by the Company by reference to the table attached as Exhibit B hereto, based on the date the Makewhole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price paid or deemed to be paid per share of Common Stock in the transaction constituting the Makewhole Fundamental Change (the “Stock Price”); provided that if a Holder of the Common Stock receives only Cash in connection with a Fundamental Change described in clause (ii) of the definition thereof contained in Section 5.08(a), the Stock Price shall be the Cash amount paid per share. In all other cases, the Stock Price shall be the average of the Closing Price of the Common Stock over the five consecutive Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change, provided that if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the Company shall determine the increased Conversion Rate by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the next earliest and next latest Effective Dates, based on a 365 day year, as applicable. The Stock Price set forth in the first column of the table attached as Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate is adjusted pursuant to Section 7.05. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares shall be adjusted in the same manner as the Conversion Rate is adjusted pursuant to Section 7.05. If (1) the Stock Price is greater than $150.00 per share of Common Stock (subject to adjustment in the same manner as the Stock Price) no increase in the Conversion Rate will be made, and (2) the Stock Price is less than $36.05 per share (subject to adjustment in the same manner as the Stock Price), no increase in the Conversion Rate will be made. Notwithstanding the foregoing, in no event will the number of Additional Shares in connection with a Makewhole Fundamental Change exceed 7.74 per $1,000 principal amount of Securities (subject to adjustment in the same manner as set forth in Section 7.05). (d) If the Company is required to increase the Conversion Rate in connection with a Makewhole Fundamental Change pursuant to clause (c) above, Securities surrendered for conversion will be settled as follows (subject in all respects to the provisions set forth in Section 7.13): (i) If the last day of the applicable Conversion Reference Period related to Securities surrendered for conversion is prior to the third Trading Day preceding the anticipated Effective Date of such Makewhole Fundamental Change, the Company shall settle such conversion as described in Section 7.13 by delivering the amount of consideration due (as described in Section 7.13, based on the Conversion Rate without regard to the number of Additional Shares to be added to the Conversion Rate as provided in clause (c) above) on the third Trading Day immediately following the last day of the applicable Conversion Reference Period. In addition, if a Makewhole Fundamental Change occurs, as soon as practicable following the Effective Date of such Makewhole Fundamental Change, the Company shall deliver the increase in such amount of Cash, shares of Common Stock or a combination of Cash and shares of Common Stock or Reference Property, if any, as the case may be, as if the Conversion Rate had been increased by such number of Additional Shares during the related Conversion Reference Period (and based upon the relevant Daily Conversion Value during such Conversion Reference Period). If such increased amount results in an increase to the amount of Cash to be paid to Holders, the ~~Trustee~~ Company shall pay such increase in Cash, and if such increased Settlement Amount results in an increase to the amount of Cash, shares of Common Stock or a combination of Cash and share of Common Stock, at the Company’s option, the Company will deliver such increase by delivering Cash, shares of Common Stock or a combination of Cash and shares of Common Stock or Reference Property based on such increase; and (ii) If the last day of the applicable Conversion Reference Period related to the Securities surrendered for conversion is on or following the third Trading Day preceding the anticipated Effective Date of the Makewhole Fundamental Change, the Company shall settle such conversion as described in Section 7.13 (based on the Conversion ~~Agent~~ Rate as increased by the Additional Shares as provided in clause (~~if other than~~ c) above) on the ~~Trustee)~~later to occur of (A) the Effective Date of the transaction and (B) the third Trading Day immediately following the last day of the applicable Conversion Reference Period.

Appears in 1 contract

Samples: Indenture (Linear Technology Corp /Ca/)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section ~~14.01(b~~9.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ May 1, ~~2023~~ 2022 under the circumstances and during the periods set forth in Section ~~14.01(b~~9.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~9.01(b), on or after ~~June~~ May 1, ~~2023 and prior to~~ 2022 until the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 29.6626 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~9.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ May 1, ~~2023~~2022, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in ~~this Indenture~~Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At Any such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agentdetermination shall be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing~~). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids again until a new Holder request is made as provided above.

Appears in 1 contract

Samples: First Supplemental Indenture (Everbridge, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~January 15, ~~2023~~ 2026 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 1~~January 15, ~~2023~~ 2026 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 6.0369 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~January 15, ~~2023~~2026, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder ~~provides~~ or Holders of at least $2,000,000 principal amount of Notes in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding January 15, 2026, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 65 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding January 15, 2026, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding January 15, 2026, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding January 15, 2026, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 64th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Samples: Indenture (Lci Industries)

Appears in 1 contract

Samples: Indenture (Plug Power Inc)

Appears in 1 contract

Samples: Indenture (MongoDB, Inc.)

Appears in 1 contract

Samples: Indenture (Bill.com Holdings, Inc.)

Appears in 1 contract

Samples: Indenture (Merit Medical Systems Inc)

Appears in 1 contract

Samples: Indenture (Plug Power Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~February 15, ~~2023~~ 2028 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June 1~~February 15, ~~2023~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 4.3048 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~February 15, ~~2023~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~Section 14.01(b)(i) and the definition of “Trading ~~Price~~ Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder ~~provides~~ or Holders of at least $2,000,000 principal amount of Notes in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall promptly so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on any Trading Day and the Conversion Rate for such ~~date~~Trading Day, the Company shall promptly so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this Section 14.01(b)(i). Neither the Trustee nor the Bid Solicitation Agent (if other than the Company) shall have any liability or responsibility for any Trading Price or related information or the accuracy thereof. (ii) If, prior to the close of business on the Business Day immediately preceding February 15, 2028, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 56 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this Section 14.01(b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in Section 14.01(b)(ii)(A) or (B) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding February 15, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change, (y) does not violate the provisions under Article 11 and (z) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding February 15, 2028 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding February 15, 2028, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on September 30, 2024 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. The Company shall determine at the beginning of each calendar quarter commencing after September 30, 2024 whether the Notes may be surrendered for conversion in accordance with this Section 14.01(b)(iv) and shall provide prompt written notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this Section 14.01(b)(iv). Neither the Trustee nor Conversion Agent (if other than the Trustee) shall have any duty to determine or verify such determination by the Company pursuant to this Section 14.01(b)(iv) or any similar determination by the Company that the Notes have become convertible in accordance with any condition set forth in this Section 14.01(b).

Appears in 1 contract

Samples: Indenture (Meritage Homes CORP)

Appears in 1 contract

Samples: Indenture (Vocera Communications, Inc.)

Appears in 1 contract

Samples: Indenture (Quotient Technology Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1411, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or ~~an integral~~ a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~11.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ March 1, ~~2023~~ 2021, under the circumstances and during the periods set forth in Section ~~14.01(b),~~ 11.01(b) and (ii) regardless of the conditions described in Section ~~14.01(b~~11.01(b), on or after ~~June~~ March 1, ~~2023~~ 2021 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 51.9852 shares of Common Stock (subject to adjustment as provided in this Article 1411, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~11.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ March 1, ~~2023~~2021, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the ~~Bid Solicitation Agent~~ Company pursuant to this subsection (b)(i) and the definition of Trading Price set forth in ~~this~~ the Indenture. The Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent ~~(if other than the Company)~~ shall have no obligation to ~~determine the Trading Price per US$1,000 principal amount of Notes~~ obtain secondary market bid quotations unless the Company has requested ~~such determination~~ it to do so in writing, and the Company shall have no obligation to make such request ~~(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per US$1,000~~ unless a beneficial holder of $1,000,000 aggregate principal amount of ~~Notes) unless a Holder~~ Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall instruct the Bid Solicitation Agent ~~(if other than the Company) in writing~~ to ~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ obtain written bid quotations regarding the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At The Company shall use reasonable efforts to provide such ~~time as~~ written instruction to the Bid Solicitation Agent by 12:00 p.m., New York City time, on the first Trading Day that secondary bid quotations are to be obtained pursuant to this subsection (b)(i) and the date that such secondary bid quotations are no longer required to be obtained. The Company shall determine the Trading Price per $1,000 principal amount of Notes for each Trading Day based on the bids obtained by the Bid Solicitation Agent and provided to the Company ~~directs~~ pursuant to the Indenture, and any such determination by the Company shall be conclusive absent manifest error. If the Company does not instruct the Bid Solicitation Agent in writing to ~~solicit~~ obtain secondary market bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes quotations when obligated as provided in the preceding sentence, or if the Company so instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence~~obtain any bids, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing.

Appears in 1 contract

Samples: First Supplemental Indenture (Depomed Inc)

Appears in 1 contract

Samples: Indenture (Liveperson Inc)

Appears in 1 contract

Samples: Indenture (RingCentral, Inc.)

Appears in 1 contract

Samples: Indenture (Invacare Corp)

Appears in 1 contract

Samples: Indenture (Q2 Holdings, Inc.)

Appears in 1 contract

Samples: Indenture (Enphase Energy, Inc.)

Conversion Privilege. (a) Subject to the conditions described in clause (i), (ii), and (iii) below, and upon compliance with the provisions of this Article 14XIII, ~~each Holder of~~ a ~~Note~~ Noteholder shall have the right, at such ~~Holder~~holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof; provided that the remaining principal amount of any Note so converted is $2,000 or an integral multiple of $1,000 in excess thereof) of such Note ~~(i) subject to satisfaction of the conditions described in Section 14.01(b),~~ at any time prior to the close of business on the ~~Business~~ scheduled Trading Day immediately preceding ~~June 1~~May 15, ~~2023~~ 2017 at a rate (the “Conversion Rate”) of 19.0931 shares of Common Stock (subject to adjustment by the Company as provided in Section 13.04) per $1,000 principal amount Note (the “Conversion Obligation”) under the circumstances and during the periods set forth ~~in Section 14.01(b)~~below. On and after May 15, ~~and (ii)~~ 2017, regardless of the conditions described in ~~Section 14.01(b~~clause (i), on (ii) and (iii) below, and upon compliance with the provisions of this Article XIII, a Noteholder shall have the right, at such holder’s option, to convert all or ~~after June 1, 2023 and~~ any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof; provided that the remaining principal amount of any Note so converted is $2,000 or an integral multiple of $1,000 in excess thereof) of such Note at any time prior to the close of business on the second ~~Scheduled~~ scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of 37.1830 ADSs (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per US$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) ~~Prior~~ The Notes shall be convertible prior to the close of business on the Business Day immediately ~~preceding June 1~~prior to May 15, ~~2023~~2017, ~~a Holder may surrender all or any portion of its Notes for conversion at any time~~ during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of ~~Notes, as determined following a request by a Holder of~~ Notes ~~in accordance with this subsection (b)(i),~~ for each ~~Trading Day~~ day of ~~the~~ such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on ~~each~~ such ~~Trading Day~~ date and the Conversion Rate on ~~each~~ such ~~Trading Day. The Trading Prices shall be~~ date, all as determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for eachAgent. The Bid Solicitation Agent ~~(if other than the Company)~~ shall have no obligation to determine the Trading Price ~~per US$1,000 principal amount~~ of the Notes unless requested by the Company ~~has requested such determination~~ to do so in writing~~, and the~~ . The Company shall have no obligation to make such ~~request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per US$1,000~~ a determination unless a Noteholder of at least $1,000,000 aggregate principal amount of ~~Notes) unless a Holder~~ Notes provides the Company with reasonable evidence that the Trading Price ~~per US$1,000 principal amount~~ of the Notes ~~on any Trading Day~~ would be less than 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price ~~of the ADSs on~~ at such ~~Trading Day and the Conversion Rate on such Trading Day~~time, at which time the Company shall instruct the Bid Solicitation Agent ~~(if other than the Company) in writing~~ to ~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ determine the Trading Price ~~per US$1,000 principal amount~~ of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$1,000 principal amount of Notes~~ Note is greater than or equal to 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price ~~of the ADSs and the Conversion Rate. At~~ on such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per US$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate on each Trading Day of such failuredate. If the Trading Price condition set forth above has been met, the Company shall so notify the ~~Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing~~Noteholders. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than ~~or equal to~~ 98% of the product of (a) the then-applicable Conversion Rate of the Notes and (b) the Last Reported Sale Price ~~of the ADSs and the Conversion Rate for~~ on such date, the Company shall so notify the Noteholders. (ii) The Notes shall be convertible prior to the close of business on the Business Day immediately prior to May 15, 2017, during any calendar quarter after the calendar quarter ending September 30, 2010, if the Last Reported Sale Price of the Common Stock for twenty (20) or more Trading Days (whether or not consecutive) in a period of thirty (30) consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter exceeds 130% of the applicable Conversion Price in effect on the last Trading Day of the immediately preceding calendar quarter. (iii) The Notes shall be convertible prior to the close of business on the Business Day immediately prior to May 15, 2017 as provided in Section 13.01(b), Section 13.01(c) and Section 13.01(d). (b) In the event that the Company elects to: (i) distribute to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the record date for such distribution, Common Stock at a price less than the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date of such distribution; or (ii) distribute to all or substantially all holders of Common Stock, assets or debt securities of the Company or rights to purchase the Company’s securities, which distribution has a per share value (as determined by the Board of Directors) exceeding 10% of the average of the Last Reported Sale Prices of the Common Stock for the ten consecutive Trading Day period ending on the day immediately preceding the date of declaration of such distribution, then, in either case, holders may surrender the Notes for conversion at any time on and after the date that the Company provides notice to holders referred to in the next sentence until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution or the date the Company announces that such distribution will not take place. The Company shall notify holders of any distribution referred to in either clause (i) or clause (ii) above and of the resulting conversion right no later than the 20th Business Day prior to the Ex-Dividend Date for such distribution. Holders may not exercise this right if such Holder participates in the distribution without conversion. (c) If the Company consolidates with or merges with or into another Person or is a party to a binding share exchange or conveys, transfers, sells, leases or otherwise disposes of all or substantially all of its properties and assets in each case pursuant to which the Common Stock would be converted into cash, securities and/or other property, then the holders shall have the right to convert Notes at any time beginning fifteen calendar days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is fifteen calendar days after the date that is the effective date of such transaction; provided such transaction does not otherwise constitute a Designated Event to which the provisions of Section 13.01(d) shall apply. The Company will notify holders of Notes at least 20 calendar days prior to the anticipated effective date of such transaction. The Board of Directors shall determine the anticipated effective date of the transaction, and such determination shall be conclusive and binding on the holders and shall be publicly announced by the Company and posted on its web site not later than two Business Day prior to such 15th day. (d) If the Company is a party to any transaction or event that constitutes a Designated Event, a holder may surrender Notes for conversion at any time from and after the 30th scheduled Trading Day prior to the anticipated effective date of such transaction or event until the related Designated Event Repurchase Date and, upon such surrender, if such Designated Event also constitutes a Fundamental Change, the holder shall be entitled to the increase in the Conversion Rate, if any, specified in Section 13.01(e). The Company shall give notice in writing to all record Noteholders and the ~~Holders~~Trustee of the Designated Event no later than 30 scheduled Trading Days prior to the anticipated effective date of the Designated Event. (i) If a Noteholder elects to convert Notes in connection with a Fundamental Change that occurs prior to August 15, 2017, the ~~Trustee~~ Conversion Rate applicable to each $1,000 principal amount of Notes so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below; provided, however, that no increase will be made in the case of Fundamental Change if at least 90% of the consideration paid for the Company’s Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in such Fundamental Change transaction consists of shares of capital stock traded on the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or another U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or that will be so traded or quoted immediately following the transaction) and, as a result of such transaction or transactions. the notes become convertible solely into such common stock. Settlement of Notes tendered for conversion to which Additional Shares shall be added to the Conversion Rate as provided in this subsection shall be settled pursuant to Section 13.02(d) below. For purposes of this Section 13.01(e), a conversion shall be deemed to be “in connection” with a Fundamental Change to the extent that such conversion is effected during the time period specified in Section 13.01(d) (regardless of whether the provisions of clause (a)(i), (a)(ii), (b) or (c) of this Section 13.01 shall apply to such conversion). (ii) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Schedule A hereto, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”), and the Stock Price; provided that if the actual Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the two nearest Effective Dates, as applicable, based on a 365-day year; provided, further, that if (1) the Stock Price is greater than $300.00 per share of Common Stock (subject to adjustment in the same manner as set forth in Section 13.04), no Additional Shares will be added to the Conversion ~~Agent~~ Rate, and (if 2) the Stock Price is less than $41.90 per share (subject to adjustment in the same manner as set forth in Section 13.04), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 23.8663 per $1,000 principal amount of Notes (subject to adjustment in the same manner as set forth in Section 13.04). (iii) The Stock Prices set forth in the first row of the table in Schedule A hereto shall be adjusted by the Company as of any date on which the Conversion Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares within the table shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.04 (other than by operation of an adjustment to the ~~Trustee~~Conversion Rate by adding Additional Shares).

Appears in 1 contract

Samples: Indenture (Sandisk Corp)

Appears in 1 contract

Samples: Indenture (Move Inc)

Conversion Privilege. (ai) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or ~~an integral~~ a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~November 15, ~~2023~~ 2022 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June 1~~November 15, ~~2023~~ 2022 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at based on an initial conversion rate of ~~37.1830 ADSs~~ 4.0244 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~November 15, ~~2023~~2022, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~‎Section 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading ~~Day~~Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~‎Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in ~~writing,~~ writing and has provided the Bid Solicitation Agent with the names and contact information of the securities dealers the Company has selected for such purpose; and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading ~~Price per US$1,000 principal amount of Notes~~Price) unless a Holder of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to ~~determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence~~obtain bids, or if the Company so instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~determination when obligated as provided in the preceding sentence~~determination, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~condition set forth above~~ Condition has been met, the Company shall so ~~notify~~ notify, in writing, the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing~~). If, at any time after the Trading Price ~~condition set forth above~~ Condition has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so ~~notify~~ notify, in ~~writing~~ writing, the Holders, the Trustee and the Conversion Agent (if other than the Trustee). (i) If, prior to the close of business on the Business Day immediately preceding November 15, 2022, the Company elects to:

Appears in 1 contract

Samples: Indenture (Ligand Pharmaceuticals Inc)

Appears in 1 contract

Samples: Indenture (Five9, Inc.)

Appears in 1 contract

Samples: Indenture (Fortive Corp)

Appears in 1 contract

Samples: Indenture (Alteryx, Inc.)

Appears in 1 contract

Samples: Indenture (Pattern Energy Group Inc.)

Appears in 1 contract

Samples: Indenture (MICROSTRATEGY Inc)

Appears in 1 contract

Samples: Indenture (Inotek Pharmaceuticals Corp)

Appears in 1 contract

Samples: Indenture (Pandora Media, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ September 1, ~~2023~~ 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ September 1, ~~2023~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 4.5955 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ September 1, ~~2023~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding September 1, 2029, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding September 1, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding September 1, 2029 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding September 1, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately prior to the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of such Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption (and, as a result thereof, convertible on account of the related Notice of Redemption in accordance with the provisions of this Indenture), then such Holder or owner, as applicable, shall be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion shall be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest shall be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, such conversion shall be deemed “in connection with” the relevant Notice of Redemption pursuant to Section 14.03(a), and the Company shall, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination in connection with the foregoing.

Appears in 1 contract

Samples: Indenture (Datadog, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 149, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of one or more of the conditions described in Section ~~14.01(b~~9.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~October 15, ~~2023~~ 2022 under the circumstances and during the periods set forth in Section ~~14.01(b~~9.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~9.01(b), on or after ~~June 1~~October 15, ~~2023 and prior to~~ 2022 until the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 24.9800 shares of Common Stock (subject to adjustment as provided in this Article 149, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~9.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~October 15, ~~2023~~2022, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading ~~Day~~Day (the “Trading Price Condition”). The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of “Trading ~~Price~~ Price” set forth in ~~this Indenture~~Section 1.01. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on~~ Rate. At the time of such ~~Trading Day~~request, ~~at which time~~ the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation ~~Agent,~~ Agent and the Company does ~~not, when the Company is required to,~~ not instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such ~~determination,~~ determination or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price ~~condition~~ Condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in ~~writing~~writing on such Trading Day, in accordance with Section 14.02 of the Base Indenture. If, at any time after the Trading Price ~~condition~~ Condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such ~~date~~Trading Day, the Company shall so promptly notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee), in accordance with Section 14.02 of the Base Indenture. If the Bid Solicitation Agent requests and does not receive a bid by close of business on any Business Day, the bid shall be deemed not received and shall not be included within the calculation of Trading Price.

Appears in 1 contract

Samples: First Supplemental Indenture (Veeco Instruments Inc)

Appears in 1 contract

Samples: Indenture (Pluralsight, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ November 1, ~~2023~~ 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ November 1, ~~2023~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 8.5745 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ November 1, ~~2023~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder ~~provides~~ or Holders of at least $2,000,000 principal amount of Notes in the aggregate provide(s) the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding November 1, 2029, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 65 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or clause (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding November 1, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding November 1, 2029 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event as provided in the next succeeding sentence, until 35 Trading Days after the date the Company gives notice of the effective date of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding November 1, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption or Cleanup Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the applicable Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Optional Redemption or Notice of Cleanup Redemption, as the case may be, shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 64th Scheduled Trading Day immediately preceding the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, Holders of the Notes that are not Called Notes for Optional Redemption will not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Optional Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b).

Appears in 1 contract

Samples: Indenture (Lci Industries)

Appears in 1 contract

Samples: Indenture (MICROSTRATEGY Inc)

Appears in 1 contract

Samples: Indenture (MINDBODY, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ December 1, ~~2023~~ 2025 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June~~ December 1, ~~2023~~ 2025 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 26.1458 shares of Common Stock (subject to adjustment as provided in this Article 14XIII, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ December 1, ~~2023~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day~~. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture~~. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent, who shall deliver such bid quotations to the Company. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall ~~instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make~~ obtain such ~~determination~~bids, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met. (ii) If, prior to the close of business on the Business Day immediately preceding December 1, 2025, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options, or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the declaration date for such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities, or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee, and the Conversion Agent (if other than the Trustee) in writing at least 33 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place (or in the case of a separation or triggering event pursuant to a stockholder rights plan, until the 20th Trading Day following the date that the Company has given such aforementioned notice), in each case, even if the Notes are not otherwise convertible at such time. Holders of the Notes may not exercise this right if they participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether an issuance or distribution described in this clause (ii) has occurred. (iii) If (i) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding December 1, 2025, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.02, or (ii) if the Company is a party to a consolidation, merger, combination, statutory share exchange, or sale, lease, or other transfer to a third party of all or substantially all of its and its Subsidiaries’ consolidated assets, taken as a whole (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or Make-Whole Fundamental Change), prior to the close of business on the Business Day immediately preceding December 1, 2025, pursuant to which the Common Stock would be converted into shares of stock, other securities, or other property or assets (including cash or any combination thereof), then, in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time after the effective date of such transaction or event until the earlier of (x) the 35th Trading Day after the effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date and (y) the close of business on the Business Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee, and the Conversion Agent (if other than the Trustee) no later than the effective date of such transaction or event. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether a Fundamental Change or a Make-Whole Fundamental Change has occurred. (iv) Prior to the close of business on the Business Day immediately preceding December 1, 2025, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day, as determined by the Company. The Company shall determine at the beginning of each calendar quarter commencing after June 30, 2021 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent (if other than the Trustee) in writing if the Notes become convertible in accordance with this clause (iv). None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the condition set forth in this clause (iv) has occurred. (v) If the Company calls any Note for Optional Redemption pursuant to Article XV prior to the Maturity Date, then a Holder of such Note called for Optional Redemption may surrender all or any portion of such Note for conversion at any time prior to the close of business on the second Scheduled Trading Day prior to the Redemption Date on account of the Company’s delivery of a Redemption Notice, even if the Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of the Note called for Optional Redemption may convert such Note (or any portion thereof) until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 29th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption. The Trustee shall not be obligated to make any determination in connection with the foregoing.

Appears in 1 contract

Samples: Indenture (Dropbox, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~ 2021 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~March 15, ~~2023~~ 2021 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 12.8793 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~2021, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~Section 13.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not, when the Company is required to,~~ not instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Other than as set forth above, none of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met.

Appears in 1 contract

Samples: Indenture (Twitter, Inc.)

Appears in 1 contract

Samples: Indenture (Turning Point Brands, Inc.)

Appears in 1 contract

Samples: Indenture (Wayfair Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~ 2024 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~March 15, ~~2023~~ 2024 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 17.5001 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~March 15, ~~2023~~2024, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~Section 13.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not, when the Company is required to,~~ not instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. Other than as set forth above, none of the Trustee, the Bid Solicitation Agent (unless the Company is acting as such) or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met.

Appears in 1 contract

Samples: Indenture (Twitter, Inc.)

Appears in 1 contract

Samples: Indenture (Inotek Pharmaceuticals Corp)

Appears in 1 contract

Samples: Indenture (Mercadolibre Inc)

Conversion Privilege. (ai) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~December 15, ~~2023~~ 2022 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June 1~~December 15, ~~2023~~ 2022 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 14.7005 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~December 15, ~~2023~~2022, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ Unless the Company is acting as Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if ~~other than~~ not the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall (if the Company is acting as Bid Solicitation Agent) or the Company shall instruct the Bid Solicitation Agent (if ~~other than the Company) in writing to determine, or if~~ the Company is not acting as Bid Solicitation Agent), ~~the Company shall determine~~in writing, to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate. ~~At such time as~~ If the Company ~~directs~~ does not instruct the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or ~~(y)~~ if the Company is acting as Bid Solicitation Agent and the Company fails to ~~make such determination~~ determine the Trading Price per $1,000 principal amount of Notes when ~~obligated as provided in~~ the ~~preceding sentence~~Company is required to do so, then, in ~~either~~ each case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. In the event that the Company is not acting as Bid Solicitation Agent and the Bid Solicitation Agent is required to determine the Trading Price, but cannot, in its own determination, act in such capacity, the Bid Solicitation Agent shall notify the Company and the Company shall promptly appoint a substitute Bid Solicitation Agent. If the Trading Price condition set forth above has been met, the Company shall so notify the ~~Holders, the~~ Trustee and the Conversion Agent (if other than the Trustee) in ~~writing~~accordance with ‎Section 17.03 and shall so notify the Holders by issuing a press release or providing notice on the Company’s website and, in respect of Global Notes, shall provide notice through the Depositary in accordance with the procedures thereof. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) as described in the preceding sentence.

Appears in 1 contract

Samples: Indenture (Live Nation Entertainment, Inc.)

Appears in 1 contract

Samples: Indenture (Neogenomics Inc)

Appears in 1 contract

Samples: Indenture (Wayfair Inc.)

Appears in 1 contract

Samples: Indenture (Pure Storage, Inc.)

Appears in 1 contract

Samples: Indenture (Esperion Therapeutics, Inc.)

Appears in 1 contract

Samples: Indenture (Aceto Corp)

Conversion Privilege. (ai) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or ~~an integral~~ a multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ February 1, ~~2023~~ 2025 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ February 1, ~~2023~~ 2025 and prior to the close of business on the ~~second Scheduled Trading~~ Business Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 27.5198 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (ba) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ February 1, ~~2023~~2025, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 14.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this ~~subsection (b)(i~~Section 14.01(b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $2,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall instruct the Bid Solicitation Agent in writing (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall ~~determine,~~ determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company ~~will~~ shall provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers selected by the ~~Company selects~~Company, and the Company ~~will~~ shall direct those ~~securities~~ security dealers to provide bids to the Bid Solicitation Agent. Any such determination will be conclusive absent manifest error. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to ~~determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence~~obtain bids, or if the Company so instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such ~~determination when obligated as provided in the preceding sentence,~~ determination. then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing, and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again until a new Holder request is made pursuant to this Section 14.01(b)(i). (i) If, prior to the close of business on the Business Day immediately preceding February 1, 2025, the Company elects to:

Appears in 1 contract

Samples: Indenture (Neogenomics Inc)

Appears in 1 contract

Samples: Indenture (Palo Alto Networks Inc)

Appears in 1 contract

Samples: Indenture (Teladoc Health, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this ~~Article~~ ‎Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in ~~Section~~ ‎Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ September 1, ~~2023~~ 2028 under the circumstances and during the periods set forth in ~~Section~~ ‎Section 14.01(b), and (ii) regardless of the conditions described in ~~Section~~ ‎Section 14.01(b), on or after ~~June~~ September 1, ~~2023~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 13.7848 shares of Common Stock (subject to adjustment as provided in this ~~Article~~ ‎Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of ~~Section~~ ‎Section 14.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ September 1, ~~2023~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection ~~(b)(i~~‎(b)‎(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding September 1, 2028, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 25 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur). Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding September 1, 2028, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to ‎Section 15.02, or (B) the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding September 1, 2028, (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding September 1, 2028, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for redemption prior to the close of business on the Business Day immediately preceding September 1, 2028 pursuant to ‎Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for redemption pursuant to ‎Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the related Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day immediately preceding such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for redemption, and such Note or beneficial interest will be deemed called for redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to ‎‎Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Called Notes pursuant to ‎‎Article 16, Holders of the Notes that are not Called Notes will not be entitled to convert such Notes pursuant to this ‎‎Section 14.01(b)(v) and will not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this ‎‎Section 14.01(b).

Appears in 1 contract

Samples: Indenture (Uber Technologies, Inc)

Appears in 1 contract

Samples: Indenture (Coupa Software Inc)

Appears in 1 contract

Samples: Indenture (TheRealReal, Inc.)

Appears in 1 contract

Samples: Indenture (KAMAN Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1411, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~11.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ December 1, ~~2023~~ 2020 under the circumstances and during the periods set forth in Section ~~14.01(b~~11.01(b), and (ii) ~~regardless~~ irrespective of the conditions described in Section ~~14.01(b~~11.01(b), ~~on or after June~~ during the period from, and including, December 1, ~~2023 and prior~~ 2020 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 15.5129 shares of Common Stock (subject to adjustment as provided in this Article 1411, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject ~~to, and in accordance with,~~ to the settlement provisions of Section ~~14.02~~11.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ December 1, ~~2023~~2020, ~~a Holder~~ the Notes may ~~surrender all or any portion of its Notes~~ be surrendered for conversion ~~at any time~~ during the ~~five Business~~ ten Trading Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a written request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported~~ Closing Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Supplemental Indenture. The Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent ~~(if other than the Company)~~ shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request ~~(or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per US$1,000~~ unless a Holder of at least $2,000,000 aggregate principal amount of ~~Notes) unless a Holder~~ the Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the ~~Last Reported~~ Closing Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion Rate on ~~such Trading Day~~that date, at which time the Company shall instruct the Bid Solicitation Agent ~~(if other than the Company) in writing~~ to ~~determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on ~~the next~~ such Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported~~ Closing Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation ~~Agent,~~ Agent and the Company does ~~not, when the Company is required to,~~ not instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding ~~sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination,~~ sentence or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported~~ Closing Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee~~) in writing~~). If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported~~ Closing Sale Price of the ~~ADSs~~ Common Stock and the applicable Conversion ~~Rate for such date~~Rate, the ~~Company~~ Bid Solicitation Agent, on the Company’s behalf shall so notify in writing the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee).

Appears in 1 contract

Samples: First Supplemental Indenture (Verint Systems Inc)

Appears in 1 contract

Samples: Indenture (Heska Corp)

Appears in 1 contract

Samples: Indenture (Western Digital Corp)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14XIII, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ August 1, ~~2023~~ 2027 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June~~ August 1, ~~2023~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 3.3430 shares of Common Stock (subject to adjustment as provided in this Article 14XIII, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). ~~(b)~~ (i) Prior to the close of business on the Business Day immediately preceding ~~June~~ August 1, ~~2023~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The ~~Trading Prices shall be determined by the~~ Bid Solicitation Agent ~~pursuant~~ shall have no obligation to ~~this subsection (b)(i) and~~ determine the ~~definition of~~ Trading ~~Price set forth in this Indenture~~Price. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent, who shall deliver such bid quotations to the Company. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall ~~instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make~~ obtain such ~~determination~~bids, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met. (ii) If, prior to the close of business on the Business Day immediately preceding August 1, 2027, the Company elects to: (A) issue to all or substantially all holders of the Common Stock any rights, options, or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the declaration date for such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such issuance; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities, or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee, and the Conversion Agent (if other than the Trustee) in writing at least 40 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such issuance or distribution and (2) the Company’s announcement that such issuance or distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time. Holders of the Notes may not exercise this right if they participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described above without having to convert their Notes as if they held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether an issuance or distribution described in this clause (ii) has occurred. (iii) If (i) a transaction or event that constitutes (x) a Fundamental Change or (y) a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding August 1, 2027, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 14.02, or (ii) if the Company is a party to a consolidation, merger, combination, statutory share exchange, or sale, lease, or other transfer to a third party of all or substantially all of its and its Subsidiaries’ consolidated assets, taken as a whole (other than a merger effected solely to change the Company’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or Make-Whole Fundamental Change), prior to the close of business on the Business Day immediately preceding August 1, 2027, pursuant to which the Common Stock would be converted into shares of stock, other securities, or other property or assets (including cash or any combination thereof), then, in each case, all or any portion of a Holder’s Notes may be surrendered for conversion at any time after the effective date of such transaction or event until the 35th Trading Day after the effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Repurchase Date. The Company shall notify Holders, the Trustee, and the Conversion Agent (if other than the Trustee) in writing within one Business Day of the date the Company publicly announces such transaction or event, and in no event later than the effective date of such transaction or event. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether a Fundamental Change or a Make-Whole Fundamental Change has occurred. (iv) Prior to the close of business on the Business Day immediately preceding August 1, 2027, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day, as determined by the Company. The Company shall determine at the beginning of each calendar quarter commencing after March 31, 2021 whether the Notes may be surrendered for conversion in accordance with this clause (iv) and shall notify the Trustee and the Conversion Agent (if other than the Trustee) if the Notes become convertible in accordance with this clause (iv). None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the condition set forth in this clause (iv) has occurred. (v) If the Company calls any Note for Optional Redemption pursuant to Article XV prior to the Maturity Date, then a Holder of such Note called for Optional Redemption may surrender all or any portion of such Note for conversion at any time prior to the close of business on the Scheduled Trading Day prior to the Redemption Date on account of the Company’s delivery of a Redemption Notice, even if the Note is not otherwise convertible at such time. After that time, the right to convert such Note on account of the Company’s delivery of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of the Note called for Optional Redemption may convert such Note (or any portion thereof) until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem less than all of the outstanding Notes and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, before the close of business on the 34th Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Optional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the Scheduled Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price, in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the close of business on the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for, and each such conversion will be deemed to be of a Note called for Optional Redemption.

Appears in 1 contract

Samples: Indenture (Square, Inc.)

Appears in 1 contract

Samples: First Supplemental Indenture (Amag Pharmaceuticals Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~February 15, 2023 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~February 15, 2023 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 12.8456 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~February 15, 2023, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ~~ten~~ five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this ~~subsection (b)(i~~Section 13.01(b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The ~~Trading Prices shall be determined by the~~ Bid Solicitation Agent ~~pursuant~~ shall have no obligation to ~~this subsection (b)(i) and~~ determine the ~~definition of~~ Trading ~~Price set forth in this Indenture~~Price. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each, and shall direct such securities dealers to provide the required information to the Bid Solicitation Agent, who shall deliver such bid quotations to the Company. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of ~~Notes unless the Company has requested such determination in writing~~Notes, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall ~~instruct the Bid Solicitation Agent (if other than the Company) in writing to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine,~~ determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per US$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to ~~make~~ obtain such ~~determination~~bids, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the ~~Trustee~~ Trustee, and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) in writing. None of the Trustee, the Bid Solicitation Agent or the Conversion Agent shall have any duty to determine or verify the Company’s determination of whether the Trading Price Condition set forth above has been met.

Appears in 1 contract

Samples: Indenture (Square, Inc.)

Appears in 1 contract

Samples: Indenture (Insight Enterprises Inc)

Appears in 1 contract

Samples: Indenture (Slack Technologies, Inc.)

Appears in 1 contract

Samples: Indenture (Neogenomics Inc)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~August 16, ~~2023~~ 2027 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~August 16, ~~2023~~ 2027 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 7.8602 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~August 16, ~~2023~~2027, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or or, if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does ~~not, when the Company is required to,~~ not instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent ~~in writing~~ to obtain bids and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per US$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ADSs and the Conversion Rate for such date, the Company shall so notify in writing the Holders, the Trustee and the Conversion Agent (if other than the Trustee).

Appears in 1 contract

Samples: Indenture (Wolfspeed, Inc.)

Appears in 1 contract

Samples: First Supplemental Indenture (Repligen Corp)

Appears in 1 contract

Samples: Indenture (Avalara, Inc.)

Appears in 1 contract

Samples: Indenture (Monster Worldwide, Inc.)

Appears in 1 contract

Samples: Indenture (Workday, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 14, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section 14.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June~~ July 1, ~~2023~~ 2029 under the circumstances and during the periods set forth in Section 14.01(b), and (ii) regardless of the conditions described in Section 14.01(b), on or after ~~June~~ July 1, ~~2023~~ 2029 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 6.3492 shares of Common Stock (subject to adjustment as provided in this Article 14, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section 14.02, the “Conversion Obligation”). (~~b) (~~i) Prior to the close of business on the Business Day immediately preceding ~~June~~ July 1, ~~2023~~2029, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on each such Trading Day and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if other than the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder of at least $5,000,000 aggregate principal amount of Notes provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes on any Trading Day would be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock on such Trading Day and the Conversion Rate on such Trading Day, at which time the Company shall instruct the Bid Solicitation Agent (if other than the Company) ~~in writing~~ to determine, or if the Company is acting as Bid Solicitation Agent, the Company shall determine, the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate. At such time as the Company directs the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company ~~instructs~~ gives such instruction to the Bid Solicitation Agent ~~in writing to obtain bids~~ and the Bid Solicitation Agent fails to make such determination, or (y) the Company is acting as Bid Solicitation Agent and the Company fails to make such determination when obligated as provided in the preceding sentence, then, in either case, the Trading Price per ~~US$~~$1,000 principal amount of Notes on any date shall be deemed to be less than 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. If the Trading Price condition set forth above has been met, the Company shall so notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing and thereafter neither the Company nor the Bid Solicitation Agent (if other than the Company) shall be required to solicit bids (or determine the Trading Price of the Notes as set forth in this Indenture) again unless a new Holder request is made as provided in this subsection (b)(i). (ii) If, prior to the close of business on the Business Day immediately preceding July 1, 2029, the Company elects to: (A) distribute to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to the separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution; or (B) distribute to all or substantially all holders of the Common Stock the Company’s assets, securities or rights to purchase securities of the Company (other than in connection with a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution has a per share value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the date of announcement for such distribution, then, in either case, the Company shall notify all Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing at least 26 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued pursuant to a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will occur); provided, however, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, has not irrevocably elected another Settlement Method for conversions of Notes), then the Company may instead elect to provide such notice at least five Scheduled Trading Days prior to such Ex-Dividend Date, in which case the Company shall be required to settle all conversions of Notes with a Conversion Date occurring during the period on or after the date the Company provides such notice and before such Ex-Dividend Date (or, if earlier, the date the Company announces that such issuance or distribution will not take place) by Physical Settlement, and the Company shall describe the same in such notice. Once the Company has given such notice, a Holder may surrender all or any portion of its Notes for conversion at any time until the earlier of (1) the close of business on the Business Day immediately preceding the Ex-Dividend Date for such distribution and (2) the Company’s announcement that such distribution will not take place, in each case, even if the Notes are not otherwise convertible at such time; provided that Holders may not convert their Notes pursuant to this subsection (b)(ii) if they participate, at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in clause (A) or (B) of this subsection (b)(ii) without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (iii) If (A) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the close of business on the Business Day immediately preceding July 1, 2029, regardless of whether a Holder has the right to require the Company to repurchase the Notes pursuant to Section 15.02, or (B) if the Company is a party to a Share Exchange Event (other than a Share Exchange Event that is solely for the purpose of changing the Company’s jurisdiction of organization that (x) does not constitute a Fundamental Change or a Make-Whole Fundamental Change and (y) results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of common stock of the surviving entity and such common stock becomes Reference Property for the Notes) that occurs prior to the close of business on the Business Day immediately preceding July 1, 2029 (each such Fundamental Change, Make-Whole Fundamental Change or Share Exchange Event, a “Corporate Event”), all or any portion of a Holder’s Notes may be surrendered for conversion at any time from or after the effective date of such Corporate Event until the earlier of (x) 35 Trading Days after the effective date of the Corporate Event (or, if the Company gives notice after the effective date of such Corporate Event, until 35 Trading Days after the date the Company gives notice of such Corporate Event) or, if such Corporate Event also constitutes a Fundamental Change (other than an Exempted Fundamental Change), until the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing as promptly as practicable following the effective date of such Corporate Event, but in no event later than one Business Day after the effective date of such Corporate Event. (iv) Prior to the close of business on the Business Day immediately preceding July 1, 2029, a Holder may surrender all or any portion of its Notes for conversion at any time during any calendar quarter commencing after the calendar quarter ending on January 31, 2025 (and only during such calendar quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the Conversion Price on each applicable Trading Day. (v) If the Company calls any Notes for Optional Redemption pursuant to Article 16, then a Holder may surrender all or any portion of its Called Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date, even if the Called Notes are not otherwise convertible at such time. After that time, the right to convert such Called Notes on account of the Company’s delivery of a Notice of Redemption shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder of Called Notes may convert all or a portion of its Called Notes until the close of business on the Scheduled Trading Day immediately preceding the date on which the Redemption Price has been paid or duly provided for. If the Company elects to redeem fewer than all of the outstanding Notes for Optional Redemption pursuant to Article 16, and the Holder of any Note (or any owner of a beneficial interest in any Global Note) is reasonably not able to determine, prior to the close of business on the 24th Scheduled Trading Day immediately preceding the relevant Redemption Date (or if, as permitted by Section 16.02(a), the Company delivers a Notice of Redemption not less than 15 calendar days nor more than 45 Scheduled Trading Days prior to the related Redemption Date, then prior to close of business on the 14th calendar day immediately before the relevant Redemption Date), whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time during the related Redemption Period, and each such conversion will be deemed to be of a Note called for Optional Redemption, and such Note or beneficial interest will be deemed called for Optional Redemption solely for the purposes of such conversion (“Deemed Redemption”). If a Holder elects to convert Called Notes during the related Redemption Period, the Company will, under certain circumstances, increase the Conversion Rate for such Called Notes pursuant to Section 14.03. Accordingly, if the Company elects to redeem fewer than all of the outstanding Notes pursuant to Article 16, Holders of the Notes that are not Called Notes shall not be entitled to convert such Notes pursuant to this Section 14.01(b)(v) and shall not be entitled to an increase in the Conversion Rate on account of the Notice of Redemption for conversions of such Notes during the related Redemption Period, even if such Notes are otherwise convertible pursuant to any other provision of this Section 14.01(b). The Trustee shall have no obligation to make any determination in connection with the foregoing.

Appears in 1 contract

Samples: Indenture (Snowflake Inc.)

Appears in 1 contract

Samples: Indenture (Chegg, Inc)

Appears in 1 contract

Samples: Indenture (Cerence Inc.)

Appears in 1 contract

Samples: Indenture (Tabula Rasa HealthCare, Inc.)

Appears in 1 contract

Samples: Indenture (LendingTree, Inc.)

Appears in 1 contract

Samples: Indenture (MongoDB, Inc.)

Conversion Privilege. (a) Subject to and upon compliance with the provisions of this Article 1413, each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is ~~US$~~$1,000 principal amount or an integral multiple thereof) of such Note (i) subject to satisfaction of the conditions described in Section ~~14.01(b~~13.01(b), at any time prior to the close of business on the Business Day immediately preceding ~~June 1~~October 15, ~~2023~~ 2028 under the circumstances and during the periods set forth in Section ~~14.01(b~~13.01(b), and (ii) regardless of the conditions described in Section ~~14.01(b~~13.01(b), on or after ~~June 1~~October 15, ~~2023~~ 2028 and prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, in each case, at an initial conversion rate of ~~37.1830 ADSs~~ 9.2259 shares of Common Stock (subject to adjustment as provided in this Article 1413, the “Conversion Rate”) per ~~US$~~$1,000 principal amount of Notes (subject to, and in accordance with, the settlement provisions of Section ~~14.02~~13.02, the “Conversion Obligation”). (b) (i) Prior to the close of business on the Business Day immediately preceding ~~June 1~~October 15, ~~2023~~2028, a Holder may surrender all or any portion of its Notes for conversion at any time during the five Business Day period immediately after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per ~~US$~~$1,000 principal amount of Notes, as determined following a request by a Holder of Notes in accordance with this subsection (b)(i), for each Trading Day of the Measurement Period was less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on each such Trading Day~~ Common Stock and the Conversion Rate on each such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(i) and the definition of Trading Price set forth in this Indenture. ~~The~~ Unless the Company is acting as Bid Solicitation Agent, the Company shall provide written notice to the Bid Solicitation Agent ~~(if other than the Company)~~ of the three independent nationally recognized securities dealers selected by the Company pursuant to the definition of Trading Price, along with appropriate contact information for each. The Bid Solicitation Agent (if ~~other than~~ not the Company) shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes unless the Company has requested such ~~determination in writing~~determination, and the Company shall have no obligation to make such request (or, if the Company is acting as Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes) unless a Holder provides the Company with reasonable evidence that the Trading Price per ~~US$~~$1,000 principal amount of Notes ~~on any Trading Day~~ would be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs on such Trading Day~~ Common Stock and the Conversion ~~Rate on such Trading Day~~Rate, at which time the Company shall (if the Company is acting as Bid Solicitation Agent) or the Company shall instruct the Bid Solicitation Agent (if ~~other than the Company) in writing to determine, or if~~ the Company is not acting as Bid Solicitation Agent), ~~the Company shall determine~~in writing, to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate. ~~At such time as~~ If the Company ~~directs~~ does not instruct the Bid Solicitation Agent in writing to solicit bid quotations, the Company will provide the Bid Solicitation Agent with the names and contact details of the three independent nationally recognized securities dealers the Company selects, and the Company will direct those securities dealers to provide bids to the Bid Solicitation Agent. If (x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when the Company is required to, instruct the Bid Solicitation Agent to determine the Trading Price per ~~US$~~$1,000 principal amount of Notes when obligated as provided in the preceding sentence, or if the Company instructs the Bid Solicitation Agent in writing to obtain bids and the Bid Solicitation Agent fails to make such determination, or ~~(y)~~ if the Company is acting as Bid Solicitation Agent and the Company fails to ~~make such determination~~ determine the Trading Price per $1,000 principal amount of Notes when ~~obligated as provided in~~ the ~~preceding sentence~~Company is required to do so, then, in ~~either~~ each case, the Trading Price per ~~US$~~$1,000 principal amount of Notes shall be deemed to be less than 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate on each Trading Day of such failure. In the event that the Company is not acting as Bid Solicitation Agent and the Bid Solicitation Agent is required to determine the Trading Price, but cannot, in its own determination, act in such capacity, the Bid Solicitation Agent shall notify the Company and the Company shall promptly appoint a substitute Bid Solicitation Agent. If the Trading Price condition set forth above has been met, the Company shall so notify the ~~Holders, the~~ Trustee and the Conversion Agent (if other than the Trustee) in ~~writing~~accordance with Section 16.03 and shall so notify the Holders by issuing a press release or providing notice on the Company’s website and, in respect of Global Notes, shall provide notice through the Depositary in accordance with the procedures thereof. If, at any time after the Trading Price condition set forth above has been met, the Trading Price per ~~US$~~$1,000 principal amount of Notes is greater than or equal to 98% of the product of the ~~Last Reported Sale~~ Closing Price of the ~~ADSs~~ Common Stock and the Conversion Rate for such date, the Company shall so notify ~~in writing~~ the ~~Holders~~Holders of the Notes, the Trustee and the Conversion Agent (if other than the Trustee)) as described in the preceding sentence.

Appears in 1 contract

Samples: Indenture (Live Nation Entertainment, Inc.)

Common use of Conversion Privilege Clause in Contracts