Common use of Conversion Procedures for Class D Convertible Shares Clause in Contracts

Conversion Procedures for Class D Convertible Shares. An Executive may, upon payment in full in cash of the Conversion Price per share, convert all or any portion of his or her outstanding Class D Convertible Shares into Ordinary Shares at any time and from time to time. As a condition to any conversion of any Class D Convertible Shares, such Executive shall make all investment representations as required by the Management Equity Plan. An Executive shall effect conversion of his Class D Convertible Shares into Ordinary Shares by delivering (i) written notice of such conversion to the Company (to the attention of the Company's Chief Executive Officer or Secretary), together with such Executive's written acknowledgment that he or she has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to or requested by such Executive regarding the Company and (ii) payment of an amount equal to the product of (A) the Conversion Price per share multiplied by (B) the number of Ordinary Shares to be acquired upon such conversion. Payment of the conversion price for Class D Convertible Shares shall be made in cash (including check, bank draft or money order) or, in the sole discretion of the Board, by delivery of a promissory note (if in accordance with policies approved by the Board). No Convertible Share issued hereunder or upon conversion of any other class of Convertible Shares, shall be convertible after the seventh anniversary of the Underlying Date of Issuance. When used herein, the "Underlying Date of Issuance" means (i) with respect to any Class A Convertible Share, Class B Convertible Share or Class C Convertible Share, the date of issuance for such Convertible Share (or in the event that such Convertible Share was issued in exchange for a Convertible Share of Jefferson Smurfit Group Limited, the date of issuance of such Convertible Share of Jefferson Smurfit Group Limited) and (ii) with respect to any Class D Convertible Share, the date of issuance for the Class A Convertible Share, the Class B Convertible Share or the Class C Convertible Share from which such Class D Convertible Share has been converted.

Appears in 2 contracts

Samples: Management Equity Agreement (JSG Acquisitions I), Management Equity Agreement (JSG Acquisitions I)

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Conversion Procedures for Class D Convertible Shares. An Executive may, upon payment in full in cash of the Conversion Price per share, convert all or any portion of his or her outstanding Class D Convertible Shares into Ordinary Shares at any time and from time to time. As a condition to any conversion of any Class D Convertible Shares, such Executive shall make all investment representations as required by the Management Equity Plan. An Executive shall effect conversion of his Class D Convertible Shares into Ordinary Shares by delivering (i) written notice of such conversion to the Company (to the attention of the Company's Chief Executive Officer or Secretary), together with such Executive's written acknowledgment that he or she has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to or requested by such Executive regarding the Company and (ii) payment of an amount equal to the product of (A) the Conversion Price per share multiplied by (B) the number of Ordinary Shares to be acquired upon such conversion. Payment of the conversion price for Class D Convertible Shares shall be made in cash (including check, bank draft or money order) or, in the sole discretion of the Board, by delivery of a promissory note (if in accordance with policies approved by the Board). No Convertible Share issued hereunder or upon conversion of any other class of Convertible Shares, shall be convertible after the seventh anniversary of the Underlying Date of Issuance. When used herein, the "Underlying Date of Issuance" means (i) with respect to any Class A Convertible Share, Class B Convertible Share or Class C Convertible Share, the date of issuance for such Convertible Share (or in the event that such Convertible Share was issued in exchange for a Convertible Share of Jefferson Smurfit Group Limited, the date of issuance of such Convertible Share of Jefferson Smurfit Group Limited) and (ii) with respect to any Class D Convertible Share, the date of issuance for the Class A Convertible Share, the Class B Convertible Share or the Class C Convertible Share from which such Class D Convertible Share has been converted.

Appears in 1 contract

Samples: Management Equity Agreement (MDCP Acquisitions I)

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Conversion Procedures for Class D Convertible Shares. An Executive may, upon payment in full in cash of the Conversion Price per share, convert all or any portion of his or her outstanding Class D Convertible Shares into Ordinary Shares at any time and from time to time. As a condition to any conversion of any Class D Convertible Shares, such Executive shall make all investment representations as required by the Management Equity Plan. An Executive shall effect conversion of his Class D Convertible Shares into Ordinary Shares by delivering (i) written notice of such conversion to the Company (to the attention of the Company's Chief Executive Officer or Secretary), together with such Executive's written acknowledgment that he or she has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to or requested by such Executive regarding the Company and (ii) payment of an amount equal to the product of (A) the Conversion Price per share multiplied by (B) the number of Ordinary Shares to be acquired upon such conversion. Payment of the conversion price for Class D Convertible Shares shall be made in cash (including check, bank draft or money order) or, in the sole discretion of the Board, by delivery of a promissory note (if in accordance with policies approved by the Board). No Convertible Share issued hereunder or upon conversion of any other class of Convertible Shares, shall be convertible after the seventh anniversary of the Underlying Date of Issuance. When used herein, the "Underlying Date of Issuance" means (i) with respect to any Class A Convertible Share, Class B Convertible Share or Class C Convertible Share, the date of issuance for such Convertible Share (or in the event that such Convertible Share was issued in exchange for a Convertible Share of Jefferson Smurfit Group Limited, the date of issuance of such Convertible Share of Jefferson Smurfit Group Limited) and (ii) with respect to any Class D Convertible Share, the date of issuance for the Class A Convertible Share, the Class B Convertible Share or the Class C Convertible Share from which such Class D Convertible Share has been converted.

Appears in 1 contract

Samples: Management Equity Agreement (MDCP Acquisitions I)

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