Conversion Shares Offer Sample Clauses
The Conversion Shares Offer clause defines the terms under which convertible securities, such as convertible notes or preferred shares, may be converted into common shares, typically in the context of an offer or transaction. This clause outlines the process for conversion, including the timing, conversion ratio, and any conditions that must be met for the conversion to occur. For example, it may specify that upon a qualifying financing or acquisition, holders of convertible securities have the right to convert their holdings into a predetermined number of common shares. The core function of this clause is to provide clarity and certainty for both the company and investors regarding how and when conversion rights can be exercised, thereby facilitating smoother transactions and reducing the risk of disputes.
Conversion Shares Offer. (a) The Issuer will, no later than five (5) Business Days following the receipt of a Conversion Shares Settlement Notice containing a representation from a Holder of Notes that the Conversion Shares Offer Criteria have been satisfied, cause the Excess Shares to be deposited with the Trustee and direct the Trustee to offer (such offer, a “Conversion Shares Offer”) the relevant Excess Shares on the open market, the cash proceeds of which will be delivered to the relevant Significant Holder(s), subject to (x) deduction from any such cash proceeds of any applicable withholding taxes and of an amount equal to any stamp duty, stamp duty reserve tax, or any other capital gain, net income, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the Conversion Shares Offer (such proceeds, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant Conversion Shares Offer is consummated, the “Conversion Shares Offer Consideration”) and (y) the delivery by the relevant Significant Holder of any other information required by law or reasonably required by the Trustee or Paying Agent. Upon its completion, the Issuer will make a public announcement of any Conversion Shares Offer setting out the number of Excess Shares sold and the related Conversion Shares Offer Consideration.
(b) Any Conversion Shares Offer shall be made subject to Applicable Law in effect at the relevant time, including the Applicable Procedures and the clearing system practices. The Issuer shall bear the costs and expenses of any Conversion Shares Offer (other than the taxes referred to in the definition of Conversion Shares Offer Consideration), including any fees of the Trustee. In addition, if so requested by the Trustee as offeror, the Issuer shall indemnify the Trustee for any losses incurred in connection with any Conversion Shares Offer, including, for the avoidance of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Conversion Shares Offer which are to be borne, pursuant to the foregoing, by the Issuer. The Trustee shall have no liability for a failure to sell any Excess Shares during the Conversion Shares Offer Period to the extent that circumstances out of its control prevent such sales from occurring, including but not limited to any suspension in trading of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to...
Conversion Shares Offer. Following an Automatic Conversion, the Issuer may, in its sole and absolute discretion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Issuer’s ordinary shareholders at such time at a cash price per Conversion Share equal to the Conversion Shares Offer Price, as further described in the Preliminary Prospectus Supplement.