Common use of Conversion Procedure; Settlement Upon Conversion Clause in Contracts

Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the Company. Within three Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 above, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs delivered upon each such conversion and (iii) subject to Section 3.3(c), cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE 5.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Priceline Group Inc.), Convertible Note Purchase Agreement (Priceline Group Inc.)

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Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c), this This Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that is the Maturity Date, provided that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the CompanyCompany during the Conversion Period. Within three five (5) Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 aboveCompany, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Class A Shares to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs Class A Shares delivered upon each such conversion and conversion, (iii) subject deliver to Section 3.3(c)the Holder a certified copy of the register of members of the Company, reflecting the Holder’s ownership of the Class A Shares delivered upon each such conversion, and (iv) cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE Article 5.

Appears in 2 contracts

Samples: Convertible Notes Subscription Agreement (NIO Inc.), Convertible Notes Subscription Agreement (NIO Inc.)

Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c), this Note shall be deemed to have been converted immediately prior to the close of business on the date Business Day (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the Companyconversion agent (as specified in the Indenture). Within three Business Days after the delivery of the Note and the Conversion Notice to the Company Conversion Agent pursuant to Section 3.1 above, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Ordinary Shares to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs Ordinary Shares delivered upon each such conversion and (iii) subject to Section 3.3(c), cancel (or cause the cancellation of) the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice or a Founder Departure Repurchase Notice to the Company Conversion Agent in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice or Founder Departure Repurchase Notice in accordance with ARTICLE 5.

Appears in 2 contracts

Samples: Convertible Notes Purchase Agreement (Ctrip Com International LTD), Indenture (MakeMyTrip LTD)

Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c3.3(b), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the Company. Within three five (5) Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 aboveCompany, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Class A Shares to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs Class A Shares delivered upon each such conversion conversion, (iii) deliver to the Holder a certified copy of the register of members of the Company, reflecting the Holder’s ownership of the Class A Shares delivered upon each such conversion, and (iiiiv) subject to Section 3.3(c3.3(b), cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE Article 5.

Appears in 2 contracts

Samples: Convertible Notes Subscription Agreement (NIO Inc.), Convertible Notes Subscription Agreement (NIO Inc.)

Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the Company. Within three Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 above, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs delivered upon each such conversion and (iii) subject to Section 3.3(c), cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE 56.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Priceline Group Inc.)

Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c3.3(b), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the Company. Within three (3) Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 above, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Class A Shares to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1‎3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs Class A Shares delivered upon each such conversion, (iii) deliver to the Holder a certified copy of the register of members of the Company, reflecting the Holder’s ownership of the Class A Shares delivered upon each such conversion and (iiiiv) subject to Section 3.3(c‎3.3(b), cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE Article 5.

Appears in 1 contract

Samples: Subscription Agreement (SouFun Holdings LTD)

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Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c3.3(b), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the Company. Within three five (5) Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 above, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Class A Shares to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs Class A Shares delivered upon each such conversion conversion, (iii) deliver to the Holder a certified copy of the register of members of the Company, reflecting the Holder’s ownership of the Class A Shares delivered upon each such conversion, (iv) pay the Top-up Interest and the accrued and unpaid Regular Interest on the principal amount of the Note or the relevant portion thereof as being converted, in each case to (and including) the Conversion Date, and (iiiv) subject to Section 3.3(c3.3(b), cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE Article 5.

Appears in 1 contract

Samples: Convertible Note and Warrant Subscription Agreement (Secoo Holding LTD)

Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company specifying its intention to convert the Note (or a portion thereof) (the “Conversion Notice”) and the Note for cancellation to the Company. Within three Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 above, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs delivered upon each such conversion and (iii) subject to Section 3.3(c), cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE 56.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Ctrip Com International LTD)

Conversion Procedure; Settlement Upon Conversion. (a) Subject to Section 3.3(c3.3(b), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered a duly completed irrevocable written notice to the Company (the “Conversion Notice”) and the Note for cancellation to the Company. Within three (3) Business Days after the delivery of the Note and the Conversion Notice to the Company pursuant to Section 3.1 above, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of ADSs Class A Shares to which the Holder shall be entitled in satisfaction of any conversion pursuant to Section 3.1, (ii) if required by applicable Law, deliver to the Holder certificate(s) representing the number of ADSs Class A Shares delivered upon each such conversion, (iii) deliver to the Holder a certified copy of the register of members of the Company, reflecting the Holder’s ownership of the Class A Shares delivered upon each such conversion and (iiiiv) subject to Section 3.3(c3.3(b), cancel the Note. No Conversion Notice may be delivered and the Note may not be surrendered by a Holder for conversion thereof if the Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of the Note and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with ARTICLE Article 5.

Appears in 1 contract

Samples: Subscription Agreement (SouFun Holdings LTD)

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