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 the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice (or, if the Converted Notes are held in definitive form, by check mailed to the holders at their address shown on the register for the Notes) on or around the Settlement Date, subject to TASE’s procedures in effect at such time. (d) With respect to any Note for which a Conversion Shares Offer will occur:
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Conversion Shares Offer. (a) The Issuer willCompany may, in its sole and absolute discretion and following the occurrence of an Automatic Conversion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.17 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. If the Company elects a Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than five forty (540) Business Days following the receipt delivery of a the Conversion Shares Settlement Notice containing a representation from a Holder of Notes Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per €1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account Global Securities via each of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Clearing Systems (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Convertible Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such timeHolders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.
(d) With respect to any Note for which If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer will occur:be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by its acquisition of the Securities, shall be deemed to have: (i) consented to (x) any Conversion Shares Offer and to the Conversion Shares Depository’s using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, and (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration).
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Conversion Shares Offer. (a) The Issuer willCompany may, in its sole and absolute discretion and following the occurrence of an Automatic Conversion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.17 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. If the Company elects a Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than five forty (540) Business Days following the receipt delivery of a the Conversion Shares Settlement Notice containing a representation from a Holder of Notes Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per £1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account Global Securities via each of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Clearing Systems (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Convertible Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such timeHolders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.
(d) With respect to any Note for which If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer will occur:be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by its acquisition of the Securities, shall be deemed to have: (i) consented to (x) any Conversion Shares Offer and to the Conversion Shares Depository’s using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, and (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration).
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Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company 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 Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.09 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities via DTC within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per $1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Global Securities via DTC (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Capital Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such timeHolders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.
(d) With respect to any Note for which If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer will occur:be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by subscribing for, purchasing or otherwise acquiring the Securities, shall be deemed to have: (i) irrevocably consented (x) to any Conversion Shares Offer and to the Conversion Shares Depository using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) to the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration) and (z) DTC and any direct participant in DTC or other intermediary through which it holds such Securities is authorized, directed and requested to take any and all necessary action, if required, to implement the Automatic Conversion (including any related Conversion Shares Offer).
Appears in 1 contract
Conversion Shares Offer. (a) The Issuer willCompany may, in its sole and absolute discretion and following the occurrence of an Automatic Conversion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.17 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. If the Company elects a Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than five forty (540) Business Days following the receipt delivery of a the Conversion Shares Settlement Notice containing a representation from a Holder of Notes Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per $1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Global Securities via DTC (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Convertible Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such time.
Holders and Beneficial Owners (dor the custodian, nominee, broker or other representative thereof) With respect to any Note for which a would have otherwise received the Conversion Shares Offer will occur:Consideration, had the Conversion Shares Offer been completed.
Appears in 1 contract
Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company 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 Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Price, subject as provided in this Section 2.10 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities through the Clearing Systems within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per £1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered Securities through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Clearing Systems (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Capital Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such timeHolders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.
(d) With respect to any Note for which If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer will occur:be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by subscribing for, purchasing or otherwise acquiring the Securities, shall be deemed to have: (i) irrevocably consented to (x) any Conversion Shares Offer and the Conversion Shares Depository using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration) and (z) each of the Clearing Systems and their respective direct or indirect participants or other intermediary through which it holds such Securities is authorized, directed and requested to take any and all necessary action, if required, to implement the Automatic Conversion (including any related Conversion Shares Offer).
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Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company 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 Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.10 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities via DTC within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per $1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Global Securities via DTC (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Convertible Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such time.
Holders and Beneficial Owners (dor the custodian, nominee, broker or other representative thereof) With respect to any Note for which a would have otherwise received the Conversion Shares Offer will occur:Consideration, had the Conversion Shares Offer been completed.
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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.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 the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice (or, if the Converted Notes are held in definitive form, by check mailed to the holders at their address shown on the register for the Notes) on or around the Settlement Date, subject to TASE’s procedures in effect at such time.
(d) With respect to any Note for which a Conversion Shares Offer will occur:
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Samples: Indenture
Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company may, in its sole and absolute discretion and following the occurrence of an Automatic Conversion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.10 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities via DTC within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per $1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Global Securities via DTC (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Convertible Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such timeHolders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.
(d) With respect to any Note for which If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer will occur:be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by subscribing for, purchasing or otherwise acquiring the Securities, shall be deemed to have: (i) irrevocably consented to (x) any Conversion Shares Offer and to the Conversion Shares Depository’s using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration) and (z) DTC and any direct participant in DTC or other intermediary through which it holds such Securities is authorized, directed and requested to take any and all necessary action, if required, to implement the Automatic Conversion (including any related Conversion Shares Offer).
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Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company may, in its sole and absolute discretion and following the occurrence of an Automatic Conversion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.10 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities via DTC within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per $1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Global Securities via DTC (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Convertible Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such time.
Holders and Beneficial Owners (dor the custodian, nominee, broker or other representative thereof) With respect to any Note for which a would have otherwise received the Conversion Shares Offer will occur:Consideration, had the Conversion Shares Offer been completed.
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Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company 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 Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Price, subject as provided in this Section 2.09 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities through the Clearing Systems within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per £1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered Securities through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Clearing Systems (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Capital Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such timeHolders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.
(d) With respect to any Note for which If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer will occur:be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by subscribing for, purchasing or otherwise acquiring the Securities, shall be deemed to have: (i) irrevocably consented to (x) any Conversion Shares Offer and to the Conversion Shares Depository’s using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration) and (z) each of the Clearing Systems and their respective direct or indirect participants or other intermediary through which it holds such Securities is authorized, directed and requested to take any and all necessary action, if required, to implement the Automatic Conversion (including any related Conversion Shares Offer).
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Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company 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 Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.09 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities via DTC within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per $1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Global Securities via DTC (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Capital Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such timeHolders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.
(d) With respect to any Note for which If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer will occur:be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by subscribing for, purchasing or otherwise acquiring the Securities, shall be deemed to have: (i) irrevocably consented to (x) any Conversion Shares Offer and to the Conversion Shares Depository’s using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration) and (z) DTC and any direct participant in DTC or other intermediary through which it holds such Securities is authorized, directed and requested to take any and all necessary action, if required, to implement the Automatic Conversion (including any related Conversion Shares Offer).
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Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company may, in its sole and absolute discretion and following the occurrence of an Automatic Conversion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Price, subject as provided in this Section 2.10 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities through the Clearing Systems within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository 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 Upon completion of the Conversion Shares Offer, the Company or the Conversion Shares Depository shall provide notice to the Holders of the Securities of the composition of the Conversion Shares Offer Consideration will be delivered through (and of the TASECH deductions to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice (or, if the Converted Notes are held in definitive form, by check mailed to the holders at their address shown on the register for the Notes) on or around the Settlement Date, subject to TASE’s procedures in effect at such time.
(d) With respect to any Note for which a Conversion Shares Offer will occur:Cash
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Conversion Shares Offer. (a) The Issuer will, no No later than five 10 (5ten) Business Days following the receipt Conversion Date, the Company 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 Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject as provided in this Section 2.09 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Settlement Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice containing to the Trustee directly and to the Holders of the Securities via DTC within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a representation from Conversion Shares Offer be conducted. If the Company elects a Holder Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of Notes the Conversion Shares Offer Notice.
(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer Criteria have been satisfied, cause is practicable. The Company or the Excess purchasers of the Conversion Shares to be deposited sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (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 exception 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 incomecapital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer (such proceedsAgent, translated into U.S. dollars at the Prevailing Rate on the date on which the relevant if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer is consummatedOffer, the “Conversion Shares Offer Consideration”) Company shall facilitate the preparation of such prospectus or other offering document, and (y) the delivery by Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the relevant Significant Holder of any other information extent then required by law or reasonably required by the Trustee or Paying Agentapplicable laws and regulations then in effect. 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 If so requested by the Trustee Conversion Shares Depository as offeror, the Issuer Company shall indemnify the Trustee Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.
(c) Upon completion of the Conversion Shares Offer, including, for the avoidance Company or the Conversion Shares Depository shall provide notice to the Holders of doubt, any losses arising from any expenses incurred by the Trustee in connection with any Securities of the composition of the Conversion Shares Offer which are to be borne, pursuant Consideration (and of the deductions to the foregoingCash Component, by if any, of the IssuerConversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per $1,000 Tradable Amount of the Securities. The Trustee shall have no liability for a failure Company reserves the right, in its sole and absolute discretion, to sell terminate the Conversion Shares Offer at any Excess Shares time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the extent that circumstances out of its control prevent such sales from occurring, including but not limited Trustee directly and to any suspension in trading the Holders of the Ordinary Shares.
(c) Any Conversion Shares Offer Consideration will be delivered through the TASECH to the account of the relevant Holder set forth in the relevant Conversion Shares Settlement Notice Global Securities via DTC (or, if the Converted Notes Securities are held in definitive formSecurities, by check mailed the Company to the holders Trustee directly and to the Holders at their address addresses shown on the register for Contingent Capital Security Register), and, if it does so, the NotesCompany may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) on to deliver to Holders and Beneficial Owners (or around the Settlement Datecustodian, subject to TASE’s procedures in effect nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such time.
Holders and Beneficial Owners (dor the custodian, nominee, broker or other representative thereof) With respect to any Note for which a would have otherwise received the Conversion Shares Offer will occur:Consideration, had the Conversion Shares Offer been completed.
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