Conversion Upon Change of Control. Upon the occurrence of a Change of Control, each Holder will have the right (subject to the Special Optional Redemption Right) to convert some or all of the Series C Preferred Stock held by such Holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date specified in the applicable Change of Control Notice into a number of shares of Common Stock per share of the Preferred Stock to be converted equal to (x) the Liquidation Preference of such Series C Preferred Stock plus any accumulated and unpaid Dividends thereon (whether or not authorized or declared) to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a Dividend Payment Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for such accumulated and unpaid Dividends to be paid on such Dividend Payment Date shall be included) divided by (y) the Conversion Price. A Holder shall exercise its Change of Control Conversion Right by providing the Company with a written response to the applicable Change of Control Notice, which response shall specify the number of shares to be converted and otherwise comply with any reasonable procedures specified by the Company in the Change of Control Notice. For the avoidance of doubt, if, prior to the Change of Control Conversion Date, the Company has provided notice of its election to redeem some or all of the shares of Series C Preferred Stock (whether pursuant to its Optional Redemption Right or its Special Optional Redemption Right), the Holders will not have the Change of Control Conversion Right with respect to such shares of Preferred Stock.
Conversion Upon Change of Control. Subject to and upon compliance with the provisions of this Article 14, including without limitation Section 14.03(i), each Holder of a Note shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or an integral multiple thereof (or, if a PIK Payment has been made, if the portion to be converted is $1.00 principal amount or an integral multiple thereof )) of such Note on or after the time that is ten (10) Business Days prior to the anticipated Effective Date of a Change of Control until the close of business on the day that is three (3) calendar days prior to the actual date such Change of Control becomes effective (the “Change of Control Effective Date”), into Common Stock (or such Reference Property pursuant to Section 14.08 in lieu of such Common Stock), subject to, and in accordance with, the settlement provisions of Section 14.03 (the “Change of Control Conversion Obligation”). The Company shall notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of any Change of Control no later than fifteen (15) Business Days prior to the anticipated Effective Date of a Change of Control (or if such anticipated Effective Date is not known prior to such date, promptly following knowledge of such anticipated Effective Date but in any event no later than two (2) Business Days after the Change of Control Effective Date). In the case of Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable procedures of the Depositary. No failure of the Company to give the foregoing notice and no defect therein shall limit the Holders’ conversion rights or affect the validity of the proceedings for the conversion of the Notes pursuant to this Section 14.01. Notwithstanding the foregoing, no Holder may convert any portion of such Holder’s Notes unless the Notes delivered for conversion represent (1) at least $250,000 in aggregate principal amount of Notes (the “Minimum Conversion Amount”) or (2) if less than the Minimum Conversion Amount, all of the Notes held at such time by Holder.
Conversion Upon Change of Control. If a Change of Control transaction occurs prior to the Maturity Date, the outstanding principal and accrued and unpaid interest under the Note would, at the election of the holders of a majority of the outstanding principal of the Notes, be either (i) payable upon demand as of the closing of such Change of Control transaction or (ii) convertible into shares of the Common Stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (x) the Conversion Price, or (y) the per share consideration to be received by the holders of the Common Stock in such Change of Control transaction.
Conversion Upon Change of Control. In the event of a Change of Control (as hereinafter defined) prior to the Next Financing, the Company shall provide the Holder at least fifteen (15) days advance written notice of the closing of any proposed Change of Control. The Holder shall have the option (but not the obligation) to elect, by written notice to the Company within fifteen (15) days following the receipt of such notice (the “Election Period”), to receive (as full satisfaction of this Note) an amount equal to (a) one and one half (1.5) multiplied by (b) the outstanding principal balance on this Note together with the accrued but unpaid interest (the “Liquidation Payment”). Such repayment shall be made at the closing of the Change of Control, and shall be paid prior and in preference to any distribution of any assets or funds of the Company to the holders of the Company’s outstanding capital stock (including, but not limited to, holders of the Company’s Preferred Stock then outstanding) in connection with the Change of Control. If the Holder does not provide written notice to the Company during the Election Period of its election to receive the Liquidation Payment, the outstanding principal balance and unpaid accrued interest on this Note shall automatically convert into shares of the Company’s Series C Preferred Stock at a conversion price per share equal to (a) two (2) multiplied by (b) the Series C Original Issue Price (as defined in the Charter), which is $0.46 as of the date hereof, subject to adjustment for stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like. “Change of Control” shall mean (x) the acquisition of the Company pursuant to a consolidation, or merger, of the Company with, or into, any other person in which the Company is not the surviving corporation (other than a reincorporation) and the holders of more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company prior to such merger or consolidation hold, in the aggregate, securities possessing less than fifty percent (50%) of the total combined voting power of the surviving corporation, (y) the sale, lease, license or other disposition of all or substantially all of the assets of the Company to any other person or (z) any sale or transfer of any capital stock of the Company after the date hereof, following which more than fifty percent (50%) of the combined outstandin...
Conversion Upon Change of Control. If a Change of Control (as defined in Condition 8(D)) shall have occurred, the Company shall give notice of that fact to the Bondholders (the “Change of Control Notice”) in accordance with Condition 16 within five days after it becomes aware of such Change of Control. Following the giving of a Change of Control Notice, upon any exercise of Conversion Rights such that the relevant Conversion Date falls within 30 days following a Change of Control, or, if later, 30 days following the date on which the Change of Control Notice is given to Bondholders (such period, the “Change of Control Conversion Period”), the Conversion Price shall be adjusted in accordance with the following formula: Where: NCP is the Conversion Price after such adjustment. OCP is the Conversion Price in force immediately before such adjustment, and for the avoidance of doubt, OCP for the purposes of this Condition 6(D) shall be the Conversion Price applicable on the relevant Conversion Date in respect of any conversion pursuant to this Condition 6(D). CP is the Conversion Premium of 10% expressed as a fraction. c is the number of days from and including the first day of the Change of Control Conversion Period to but excluding July 23, 2014. t is the number of days from and including July 23, 2009 to but excluding July 23, 2014. provided that the Conversion Price shall not be reduced pursuant to this Condition 6(D) may not be reduced so that, on conversion of Bonds, Shares would fall to be issued at a discount to their par value.
Conversion Upon Change of Control. Upon a change of control (prior to the third anniversary of the Closing Date), Preferred Equity shall convert to Common Shares.
Conversion Upon Change of Control. In the event of a Change of Control that is approved in accordance with Section 6(a), the Company shall have the right to require the Holder to convert all of the Conversion Amount then outstanding under this Note into fully paid, validly issued and nonassessable shares of Common Stock at the Conversion Price as of the Change of Control Conversion Date (as defined below); provided that all holders of Notes are similarly required to convert. The Company may exercise its right to require conversion under this Section 3(c) (a “Change of Control Conversion”) by delivering within 30 days of the Change of Control Conversion Date a written notice to all, but not less than all, of the holders of the Notes (the “Change of Control Conversion Notice”). The Change of Control Conversion Notice shall be irrevocable and shall state (i) the date on which the Change of Control Conversion shall be consummated (the “Change of Control Conversion Date”), and (ii) the number of shares of Common Stock to be issued to the Holder on the Change of Control Conversion Date.
Conversion Upon Change of Control. If a Change of Control transaction occurs prior to the Maturity Date, the outstanding principal and accrued and unpaid interest under the Note would, at the election of the holders of a majority of the outstanding principal of the Notes, be either (i) payable upon demand as of the closing of such Change of Control transaction or (ii) convertible into shares of the Common Stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (x) the VWAP average of the last 30 days before the date of consummation of the Change of Control, or (y) the per share consideration to be received by the holders of the Common Stock in such Change of Control transaction.
Conversion Upon Change of Control. If a Change of Control shall have occurred, then upon any exercise of Conversion Rights such that the relevant Conversion Date falls within 60 days following the Change of Control, or, if later, 60 days following the date on which notice of the Change of Control is given to Bondholders pursuant to this Section 5 (b) (V), the Initial Conversion Price or, where relevant, the Conversion Price shall be as set out below, but in each case adjusted, if appropriate under the provisions of Section 5 (b) (V) (provided that no adjustment to the Initial Conversion Price or Conversion Price shall be made in respect of such Change of Control other than pursuant to this Section 5 (b) (V): On or before 26 November 2004 920.00 Thereafter, but on or before 26 November 2005 1,085.04 Thereafter, but on or before 26 November 2006 1,250.07 Thereafter 1,415.11 Following the occurrence of a Change of Control, the Issuer shall give notice thereof to the Bondholders (the "Change of Control Notice") in accordance with Section 11 within fifteen (15) Business Days after it becomes aware of such Change of Control. The Change of Control Notice shall specify (a) the Initial Conversion Price or, where relevant, the Conversion Price applicable in consequence of the Change of Control, (b) inform Bondholders of their entitlement to exercise their Conversion Rights or to exercise their right to require Redemption of the Bonds as provided in these Terms, (c) the date (the "Change of Control Redemption Date"), being not more than 60 and not less than 30 days after the giving of such notice, on which the Bonds may be redeemed at the option of the Bondholders (as provided for in Section 3 (d)).
Conversion Upon Change of Control. If, after the date hereof, a Change of Control occurs, immediately prior to the effectiveness of such Change of Control, either, as determined by the Purchaser Majority (A) the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall be automatically converted into that number of shares of the Company’s Series C-2 Preferred Stock, par value $0.0001 (the “Series C-2 Preferred”) equal to the quotient of (i) the outstanding principal amount plus accrued interest (if any) divided by (ii) the Series C-2 Original Issue Price or (B) upon notice to the Company five (5) business days prior to the effectiveness of such Change of Control transaction, the entire unpaid principal amount and unpaid accrued interest (if any) of each Note shall accelerate and shall immediately be payable and repaid in full at the closing of such transaction. For purposes of the Loan Documents, “Change of Control” shall mean (i) a merger with or into or consolidation with any other corporation, limited liability company or other entity (other than a wholly owned subsidiary of the Company) or any other transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred; or (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets or intellectual property of the Company in a single transaction or series of related transactions; provided, however, that a Change of Control of the Company shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness of the Company is cancelled or converted or a combination thereof. The Company shall provide each of the Purchasers written notice no less than twenty (20) days’ notice prior to the effectiveness of such Change of Control transaction.
