Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note or facsimile of the Conversion Notice, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to the amount of interest due on the next Interest Payment Date for such Note. If a Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Noteholder must comply with the requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depositary for converting a beneficial interest in a Global Note. The date on which a Noteholder satisfies the requirements set forth in the first sentence of this Section 11.02(a) (in the case of a Certificated Note) or, as the case may be, the second sentence of this Section 11.02(a) (in the case of a Global Note or a beneficial interest therein) is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.03, of the occurrence of such Conversion Date. (b) The Company shall satisfy the Conversion Obligation by delivering solely shares of Common Stock (except for any Cash in lieu of fractional shares) as soon as practicable but in any event within three Business Days of the relevant Conversion Date. The number of shares of Common Stock due upon conversion of Notes shall be equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Conversion Date (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 11.03). (c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on the Conversion Date (on which date such Holder shall be deemed to be the Holder of record of a number of shares of Common Stock to which such Holder is entitled). (d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited. (e) Notwithstanding Section 11.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) with respect to any notes converted after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note. (f) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash in lieu of fractional shares due upon conversion shall be determined based on the total principal amount of the Notes converted. (g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Samples: Indenture (Wright Medical Group Inc)
Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note or facsimile of the Conversion NoticeNote, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsements endorsement and transfer documents, documents and (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to the amount of interest due on the next Interest Payment Date for such Notetaxes. If a Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Noteholder must comply with the requirements (41) and (54) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depositary for converting a beneficial interest in a Global NoteApplicable Procedures. The first date on which a Noteholder satisfies all of the requirements set forth in the first sentence of this Section 11.02(a10.02(a) (in the case of a Certificated Note) or, as the case may be, or the second sentence of this Section 11.02(a10.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0312.03, of the occurrence of such Conversion Date. The Accreted Principal Amount shall have the accreted value as of the date of delivery of the notice described in clause (1) of the first sentence of this Section 10.02(a).
(b) The Subject to any applicable limitations on exercise by any Noteholder contained in the Exchange Agreement or the purchase agreement with the Company shall satisfy pursuant to which the Conversion Obligation by delivering solely shares Initial Notes were issued and to the limitations on issuance of Common Stock (except for set forth in Section 10.24, upon any Cash conversion of any Note, the Company will deliver to converting Holders, in lieu respect of fractional shares) each $1,000 of then Accreted Principal Amount of Notes being converted determined as soon as practicable but in any event within three Business Days of the relevant date of delivery of the Conversion Date. The Notice, a “Settlement Amount” equal to the number of shares of Common Stock due upon conversion of Notes shall be equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate (or, if applicable, the equivalent amount of Reference Property as determined in effect on the relevant Conversion Date (provided that the Company shall deliver accordance with Section 10.12), Cash in lieu of fractional shares of Common Stock as described provided in Section 11.0310.03 and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.24. The Settlement Amount will be delivered by the Company on the third Business Day immediately following the applicable Conversion Date. A Holder shall not be entitled to any payment (or shares) in connection with accretion occurring after the date specified in the last sentence of Section 10.02(a).
(c) A Holder receiving any Common Stock upon conversion shall not be entitled to any rights as a holder of Common StockStock with respect to shares issuable upon conversion, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on the Conversion Date (on which date such Holder shall be deemed to be the Holder of record of a number of shares of Common Stock to which such Holder is entitled)Date.
(d) No payment or adjustment will be made for dividends on, other distributions with respect to, or other distributions transactions with respect to, any Common Stock except as specifically provided in this Article 1110. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest Accreted Principal Amount will be deemed paid by the shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount Accreted Principal Amount of a such Note, and (2) the Company’s obligation to pay any accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such that such Note is deemed paid in full rather than cancelled, extinguished or forfeited.
(e) Notwithstanding Section 11.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) with respect to any notes converted after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note.
(f) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of any Cash in lieu of fractional shares of Common Stock due upon conversion or any other Reference Property shall be determined based on the total principal amount of the Notes converted.
(gf) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.
(g) Notwithstanding the foregoing, with respect to any shares of Common Stock to be issued to a Holder in connection with any conversion hereunder, if the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and either (i) a registration statement covering the resale of such shares of Common Stock is effective under the Securities Act, (ii) such Holder has sold such shares of Common Stock pursuant to and in compliance with Rule 144 (assuming neither the transferor nor the transferee is an affiliate of the Company), (iii) such shares of Common Stock are eligible to be sold, assigned or transferred under Rule 144 (provided that such Holder provides the Company with reasonable assurances that such shares of Common Stock are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of Holder’s counsel as may be reasonably required by the Company or the transfer agent), or (iv) a restrictive legend is not required to be included on the certificate with respect to such shares of Common Stock under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission), then, at such Holder’s request, the Company shall deliver such shares of Common Stock, within three (3) Business Days following the Conversion Date, to such Holder by crediting (or causing the Company’s transfer agent to credit) such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder's or its designee's balance account with DTC through its Deposit/Withdrawal At Custodian system.
Appears in 1 contract
Samples: Indenture (Cadiz Inc)
Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note or facsimile of the Conversion NoticeNote, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsements endorsement and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to the amount of interest due on the next Interest Payment Date for such Note. If a Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Noteholder must comply with the requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the applicable Depositary's procedures of the Depositary for converting a beneficial interest in a Global Note. The date on which a Noteholder satisfies the requirements requirement set forth in the first sentence of this Section 11.02(a10.02(a) (in the case of a Certificated Note) or, as the case may be, or the second sentence of this Section 11.02(a10.02(a) (in the case of a Global Note or a beneficial interest therein) is referred to in this Indenture as the “"Conversion Date.” " The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0312.03, of the occurrence of such Conversion Date.
(b) The Except to the extent the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), the Company may satisfy the Conversion Obligation by delivering shares of Common Stock, Cash, or a combination thereof as set forth in this Section 10.02(b). Except to the extent the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), the Company shall inform Noteholders through the Trustee of the method the Company chooses to satisfy the Conversion Obligation (and the Specified Cash Amount, if applicable) no later than the Maturity Date (in respect of Notes converted during the period beginning 20 Business Days immediately preceding the Maturity Date for such Notes) and no later than two Trading Days following the applicable Conversion Date (in all other cases), as the case may be. Except to the extent the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), if the Company does not give notice within the time periods described in the immediately preceding sentence as to how it intends to settle any Conversion Obligation, the Company shall satisfy the Conversion Obligation by delivering solely shares of Common Stock (except for any Cash in lieu of fractional shares) as set forth in clause (1) below. If the Company chooses to satisfy any portion of the Conversion Obligation in Cash (except for any Cash in lieu of fractional shares), or if the Company has irrevocably elected Net Share Settlement as described in Section 10.02(c), the Company shall notify holders during the periods set forth in the immediately preceding paragraph of the amount to be satisfied in Cash as a fixed dollar amount per $1,000 principal amount of Notes (the "Specified Cash Amount"); provided that if the Company has previously irrevocably elected Net Share Settlement as described in Section 10.02(c), the Specified Cash Amount shall be greater than or equal to $1,000. The Company shall treat all Holders with the same Cash Settlement Averaging Period in the same manner. The Company shall not, however, have any obligation to settle any Conversion Obligations arising with respect to different Cash Settlement Averaging Periods in the same manner. If the Company elects to settle any conversion of Notes by delivering solely shares of Common Stock, such settlement shall occur as soon as practicable after the Company notifies Holders that is has chosen such method of settlement, but in any event within three Business Days of the relevant Conversion Date. Any settlement of a Conversion Obligation made entirely or partially in Cash (other than Cash in lieu of fractional shares) shall occur on the third Business Day immediately following the final Trading Day of the Cash Settlement Averaging Period. The amount of Cash and/or number of shares of Common Stock Stock, as the case may be, due upon conversion of Notes shall be determined as follows:
(1) If the Company elects to satisfy the entire Conversion Obligation by delivering Common Stock, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) (A) the aggregate principal amount of Notes to be converted converted, divided by (B) 1,000 1,000, multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Conversion Date (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 11.0310.03).
(2) If the Company elects to satisfy the entire Conversion Obligation by paying Cash, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes so converted, Cash in an amount equal to the Conversion Value.
(3) If the Company elects to satisfy the Conversion Obligation by delivering or paying, as the case may be, a combination of Cash and Common Stock, the Company shall deliver to the converting holder, for each $1,000 principal amount of Notes so converted (x) Cash in an amount equal to the lesser of (A) the Specified Cash Amount and (B) the Conversion Value; and (y) if the Conversion Value is greater than the Specified Cash Amount, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the twenty Trading Days in the Cash Settlement Averaging Period (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 10.03).
(c) At any time on or prior to the Maturity Date, the Company may irrevocably elect to satisfy the Conversion Obligation with respect to any Notes converted after the date of such by delivering Cash up to the aggregate principal amount of Notes to be converted, and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of the Notes being converted as set forth in the immediately succeeding paragraph. Such election shall be in the Company's sole discretion and shall not require the consent of Noteholders. We refer to settlement of the Conversion Obligation following such election as "Net Share Settlement". Upon making such election, the Company shall promptly (i) issue a press release and use its reasonable efforts to post such information on its website or otherwise publicly disclose this information or (ii) provide written notice to Noteholders by mailing such notice to Noteholders at their address in the Register (in the case of a Certificated Note), or through the facilities of the Depositary (in the case of a Global Note). If the Company elects Net Share Settlement, with respect to any Notes converted after the date of such election, for each $1,000 principal amount of Notes surrendered for conversion, Noteholders shall receive an amount of Cash and number of shares of Common Stock (if any) determined pursuant to clause (3) in Section 10.02(b); provided that the Specified Cash Amount shall be greater than or equal to $1,000. If, subsequent to the Company electing Net Share Settlement, the Company fails to timely notify converting Noteholders of the Specified Cash Amount as described in Section 10.02(b), the Specified Cash Amount shall be deemed to be $1,000.
(d) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on the Conversion Date (on which date such Holder shall be deemed to be if the Holder of record of a number of shares of Company delivers solely Common Stock in respect of the Conversion Obligation pursuant to which such Holder is entitledclause (1) of Section 10.02(b), other than Cash in lieu of fractional shares delivered pursuant to Section 10.03) or the Close of Business on the last Trading Day of the Cash Settlement Averaging Period (if the Company delivers cash in respect of any portion of the Conversion Obligation pursuant to clause (3) of Section 10.02(b), other than Cash in lieu of any fractional shares delivered pursuant to Section 10.03, or if the Company has irrevocably elected Net Share Settlement).
(de) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 1110. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the Cash and/or shares of Common Stock Stock, if any, received by the Noteholder upon conversion. Delivery to the Noteholder of such Cash and/or shares of Common Stock shall thus be deemed to satisfy (1) the Company’s 's obligation to pay the principal amount of a Note, and (2) the Company’s 's obligation to pay any accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited.
(ef) Notwithstanding Section 11.02(d10.02(e), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash Xxxx equal to the amount of interest payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase in Control Repurchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) with respect to any notes converted after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date or (43) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note.
(fg) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash, if any, including Cash in lieu of fractional shares shares, due upon conversion shall be determined based on the total principal amount of the Notes converted.
(gh) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note or facsimile of the Conversion Notice, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to the amount of interest due on the next Interest Payment Date for such Note. If a Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Noteholder must comply with the requirements (4) and (5) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depositary for converting a beneficial interest in a Global Note. The date on which a Noteholder satisfies the requirements set forth in the first sentence of this Section 11.02(a) (in the case of a Certificated Note) or, as the case may be, the second sentence of this Section 11.02(a) (in the case of a Global Note or a beneficial interest therein) is referred to in this Indenture as the “Conversion Date.” The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.03, of the occurrence of such Conversion Date.
(b) The Company shall satisfy the Conversion Obligation by delivering solely shares of Common Stock (except for any Cash in lieu of fractional shares) as soon as practicable but in any event within three Business Days of the relevant Conversion Date. The number of shares of Common Stock due upon conversion of Notes shall be equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate in effect on the relevant Conversion Date (provided that the Company shall deliver Cash in lieu of fractional shares as described in Section 11.03).
(c) A Holder receiving Common Stock upon conversion shall not be entitled to any rights as a holder of Common Stock, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on the Conversion Date (on which date such Holder shall be deemed to be the Holder of record holder of a number of shares of Common Stock to which such Holder is entitled).
(d) No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest will be deemed paid by the shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount of a Note, and (2) the Company’s obligation to pay any accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such Note is deemed paid in full rather than cancelled, extinguished or forfeited.
(e) Notwithstanding Section 11.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash Cxxx equal to the amount of interest payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) with respect to any notes converted after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note.
(f) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of Cash in lieu of fractional shares due upon conversion shall be determined based on the total principal amount of the Notes converted.
(g) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Samples: Indenture (Wright Medical Group Inc)
Conversion Procedures; Conversion Settlement. (a) To convert a Note that is represented by a Certificated Note, a Noteholder must (1) complete and manually sign a Conversion Notice, a form of which is on the back of the Note or facsimile of the Conversion NoticeNote, and deliver such Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) if required, furnish appropriate endorsements endorsement and transfer documents, documents and (4) if required, pay all transfer or similar taxes and (5) if required, pay Cash equal to the amount of interest due on the next Interest Payment Date for such Notetaxes. If a Noteholder holds a beneficial interest in a Global Note, to convert such beneficial interest, such Noteholder must comply with the requirements (41) and (54) as set forth in the immediately preceding sentence and comply with the applicable procedures of the Depositary for converting a beneficial interest in a Global NoteApplicable Procedures. The first date on which a Noteholder satisfies all of the requirements set forth in the first sentence of this Section 11.02(a10.02(a) (in the case of a Certificated Note) or, as the case may be, or the second sentence of this Section 11.02(a10.02(a) (in the case of a Global Note or a beneficial interest therein) have been satisfied is referred to in this Indenture as the “Conversion Date.” ”. The Conversion Agent shall, within one (1) Business Day of any Conversion Date, provide notice to the Company, as set forth in Section 13.0312.03, of the occurrence of such Conversion Date. The Accreted Principal Amount shall have the accreted value as of the date of delivery of the notice described in clause (1) of the first sentence of this Section 10.02(a).
(b) The Company shall satisfy Subject to the Conversion Obligation by delivering solely shares limitations on issuance of Common Stock (except for set forth in Section 10.24, upon any Cash conversion of any Note, the Company will deliver to converting Holders, in lieu respect of fractional shares) each $1,000 of then Accreted Principal Amount of Notes being converted determined as soon as practicable but in any event within three Business Days of the relevant date of delivery of the Conversion Date. The Notice, a “Settlement Amount” equal to the number of shares of Common Stock due upon conversion of Notes shall be equal to (i) (A) the aggregate principal amount of Notes to be converted divided by (B) 1,000 multiplied by (ii) the Applicable Conversion Rate (or, if applicable, the equivalent amount of Reference Property as determined in effect on the relevant Conversion Date (provided that the Company shall deliver accordance with Section 10.12), Cash in lieu of fractional shares of Common Stock as described provided in Section 11.0310.03 and Cash in lieu of shares of Common Stock that cannot be issued pursuant to Section 10.24. The Settlement Amount will be delivered by the Company on the third Business Day immediately following the applicable Conversion Date. A Holder shall not be entitled to any payment (or shares) in connection with accretion occurring after the date specified in the last sentence of Section 10.02(a).
(c) A Holder receiving any Common Stock upon conversion shall not be entitled to any rights as a holder of Common StockStock with respect to shares issuable upon conversion, including, among other things, the right to vote and receive dividends and notices of stockholder meetings, until the Close of Business on the Conversion Date (on which date such Holder shall be deemed to be the Holder of record of a number of shares of Common Stock to which such Holder is entitled)Date.
(d) No payment or adjustment will be made for dividends on, other distributions with respect to, or other distributions transactions with respect to, any Common Stock except as specifically provided in this Article 1110. Upon conversion of a Note, a Noteholder will not receive, except as described below, any Cash payment representing accrued interest. Instead, accrued interest Accreted Principal Amount will be deemed paid by the shares of Common Stock received by the Noteholder upon conversion. Delivery to the Noteholder of such shares of Common Stock shall thus be deemed to satisfy (1) the Company’s obligation to pay the principal amount Accreted Principal Amount of a such Note, and (2) the Company’s obligation to pay any accrued and unpaid interest on the Note. As a result, upon conversion of a Note, accrued and unpaid interest on such that such Note is deemed paid in full rather than cancelled, extinguished or forfeited.
(e) Notwithstanding Section 11.02(d), if Notes are converted after a Regular Record Date but prior to the next succeeding Interest Payment Date, Holders of such notes at the Close of Business on such Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Such Notes, upon surrender for conversion, must be accompanied by Cash equal to the amount of interest payable on such Interest Payment Date on the Notes so converted; provided that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date, (2) with respect to any notes converted after the Regular Record Date immediately preceding the Maturity Date, (3) if the Company has specified a Redemption Date that is after a Regular Record Date but on or prior to the next succeeding Interest Payment Date or (4) to the extent of any Defaulted Interest that exists at the time of conversion with respect to such Note.
(f) If a Noteholder converts more than one Note at the same time, the number of shares of Common Stock and the amount of any Cash in lieu of fractional shares of Common Stock due upon conversion or any other Reference Property shall be determined based on the total principal amount of the Notes converted.
(gf) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount to the unconverted portion of the Note surrendered.
(g) Notwithstanding the foregoing, with respect to any shares of Common Stock to be issued to a Holder in connection with any conversion hereunder, if the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and either (i) a registration statement covering the resale of such shares of Common Stock is effective under the Securities Act, (ii) such Holder has sold such shares of Common Stock pursuant to and in compliance with Rule 144 (assuming neither the transferor nor the transferee is an affiliate of the Company), (iii) such shares of Common Stock are eligible to be sold, assigned or transferred under Rule 144 (provided that such Holder provides the Company with reasonable assurances that such shares of Common Stock are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion of Holder’s counsel as may be reasonably required by the Company or the transfer agent), or (iv) a restrictive legend is not required to be included on the certificate with respect to such shares of Common Stock under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission), then, at such Holder’s request, the Company shall deliver such shares of Common Stock, within three (3) Business Days following the Conversion Date, to such Holder by crediting (or causing the Company’s transfer agent to credit) such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system.
Appears in 1 contract
Samples: Indenture (Cadiz Inc)
