Conversion Upon Fundamental Change Sample Clauses
The "Conversion Upon Fundamental Change" clause defines the process by which convertible securities, such as bonds or preferred shares, are converted into common stock or another form of equity if a significant corporate event occurs, such as a merger, acquisition, or sale of substantially all assets. Typically, this clause outlines the specific triggers that constitute a fundamental change and details the conversion ratio or method to be used, ensuring that holders of the convertible securities are treated fairly in light of the new corporate structure. Its core function is to protect investors by providing a clear mechanism for conversion in the event of major corporate transactions, thereby mitigating the risk of unfavorable changes to their investment.
Conversion Upon Fundamental Change. In connection with the occurrence of a fundamental change, the Company will permit conversion of its Series A Convertible Preferred Stock by the holders thereof during the period beginning on the effective date of the fundamental change and ending on the date that is 15 days after such effective date, with converting holders receiving, for each share of Series A Convertible Preferred Stock, the greater of (1) a number of shares of Common Stock equal to the then-applicable conversion rate, plus a make-whole premium, if any, and (2) a number of shares of Common Stock calculated by dividing the liquidation preference with the greater of (A) the average of the daily volume weighted average price of Common Stock on each of the ten consecutive trading days ending on the trading day immediately preceding the effective date of such fundamental change and (B) $1.67. Make-Whole Premium for Conversion upon a Fundamental Change: The following table sets forth the additional number of shares of Common Stock (or make-whole premium) for each share of Series A Convertible Preferred Stock so converted for each hypothetical stock price and effective date set forth below: October 17, 2012 333.32 333.05 332.77 293.27 248.55 203.31 166.42 109.14 75.74 50.95 32.70 13.52 October 15, 2013 333.32 322.81 299.85 261.74 218.82 176.89 144.02 94.69 66.37 45.25 29.49 12.48 October 15, 2014 333.32 289.09 265.09 225.95 183.48 144.44 115.90 76.00 53.84 37.31 24.81 10.91 October 15, 2015 333.32 259.08 232.43 189.32 144.09 105.89 81.46 52.42 37.47 26.35 17.89 8.20 October 15, 2016 333.32 241.02 209.98 158.25 103.09 60.03 38.96 23.58 17.03 12.13 8.40 4.08 October 15, 2017 and thereafter 333.32 240.05 207.34 150.02 79.56 0.00 0.00 0.00 0.00 0.00 0.00 0.00 The exact stock price and effective dates may not be set forth on the table, in which case: (a) if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the make-whole premium will be determined by straight-line interpolation between the make-whole premium amounts set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; (b) if the stock price is in excess of $30.00 per share (subject to certain adjustments), then no make-whole premium amount will be paid; and (c) if the stock price is less than $5.00 per share (subject to certain adjustments), then no make-whole premium amount will be paid. Joint Book-Runners: Credit Sui...
Conversion Upon Fundamental Change. (i) If the Reference Price in connection with a Fundamental Change is less than the then applicable Conversion Price, a Holder may convert each share of Series D during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of such Fundamental Change at an adjusted conversion price equal to the greater of (1) the Reference Price and (2) $12.6250, subject to adjustment as described herein (the “Base Price”). The date of such conversion upon a Fundamental Change is referred to herein as the “Fundamental Change Conversion Date.”
(ii) The Base Price shall be adjusted as of any date the Conversion Rate of the Series D is adjusted pursuant hereto. The adjusted Base Price shall equal the Base Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Base Price adjustment and the denominator of which is the Conversion Rate as so adjusted. If the Reference Price is less than the Base Price, Holders shall receive a maximum of 79.2079 shares of Common Stock per share of Series D (subject to adjustment in a manner inverse to the adjustments to the Base Price).
(iii) On or before the 20th day prior to the date on which the Corporation anticipates consummating the Fundamental Change (or, if later, within two Business Days after the Corporation becomes aware of a Fundamental Change described in clause (i) of the definition of such term), a written notice shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Corporation. Such notice shall contain:
(A) the date on which the Fundamental Change is anticipated to be effected; and
(B) the date, which shall be 30 days after the effective date of a Fundamental Change, by which the Fundamental Change conversion option must be exercised.
(iv) On the effective date of a Fundamental Change, another written notice shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Corporation. Such notice shall contain:
(A) the date that shall be 30 days after the effective date of the Fundamental Change;
(B) the adjusted conversion price following the Fundamental Change;
(C) the amount of cash, securities and other consideration payable per share of Common Stock or Series D, respe...
Conversion Upon Fundamental Change. The conversion by the Holder following its receipt of a Fundamental Change Company Notice during the Fundamental Change Conversion/Repurchase Period shall be a "FUNDAMENTAL CHANGE CONVERSION". In connection with a Fundamental Change Conversion, the Holder shall be entitled to receive the Make-Whole Premium with respect to any Conversion Amount converted in accordance with Section 3(c).
Conversion Upon Fundamental Change. In lieu of receiving the make-whole shares, if the reference price in connection with a make-whole acquisition is less than the applicable conversion price (a "fundamental change"), a holder may elect to convert Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 30 days after the effective date of such fundamental change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $19.95, which is 50% of the closing price of the Issuer's common stock on the date of the prospectus supplement, subject to adjustment (the "base price"). If the reference price is less than the base price, holders will receive a maximum of 50.1253 shares of common stock per share of Preferred Stock, subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Preferred Stock Make-whole Shares Upon Certain Acquisitions: The following table sets forth the number of make-whole shares per share of Preferred Stock for each stock price and effective date set forth below: 1/24/2008 5.0000 4.7993 4.6190 4.2023 3.6851 3.2540 2.1450 1.0450 0.5164 0.2765 0.1468 1/30/2009 5.0000 4.7512 4.4643 4.1386 3.5702 3.1760 2.0317 0.9563 0.4682 0.2480 0.1285 1/30/2010 5.0000 4.6439 4.2929 3.9886 3.3830 2.9300 1.7617 0.6462 0.2287 0.1033 0.0390 1/30/2011 5.0000 4.6049 4.2429 3.9250 3.3170 2.8040 1.5650 0.5300 0.1964 0.1067 0.0500 1/30/2012 5.0000 4.5780 4.2405 3.8386 3.2596 2.5840 1.2667 0.2313 0.0755 0.0429 0.0206 1/30/2013 5.0000 4.5366 4.2214 3.7932 3.1660 2.5260 1.0217 0.0000 0.0000 0.0000 0.0000 Thereafter................. 5.0000 4.5366 4.2214 3.7932 3.1660 2.5260 1.0217 0.0000 0.0000 0.0000 0.0000 The exact stock price and effective dates may not be set forth in the table, in which case: if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; if the stock price is in excess of $200.00 per share (subject to adjustment), no make-whole shares will be issued upon conversion of the Preferred Stock; and if the stock price is less than $40.00 per share (subject to adjustment), no make-whole shares will be issued upon conversion of the Preferred Stock...
Conversion Upon Fundamental Change. (i) If the Reference Price in connection with a Fundamental Change is less than the then applicable Conversion Price, a Holder may convert each share of Series B on the date that is 30 days after the effective date of such Fundamental Change at an adjusted conversion price equal to the greater of (1) the Reference Price and (2) $12.625, subject to adjustment as described herein (the “Base Price”). The date of such conversion upon a Fundamental Change is referred to herein as the “Fundamental Change Conversion Date.”
(ii) The Base Price shall be adjusted as of any date the Conversion Rate of the Series B is adjusted pursuant hereto. The adjusted Base Price shall equal the Base Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Base Price adjustment and the denominator of which is the Conversion Rate as so
Conversion Upon Fundamental Change. If the reference price in connection with a fundamental change is less than the applicable conversion price, a holder may elect to convert each share of Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 30 calendar days after the effective date of such fundamental change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $6.28, which is 50% of the closing price of the common stock on the date of the prospectus supplement, subject to anti-dilution adjustments (the “base price”). If the reference price is less than the base price, holders will receive a maximum of 159.2357 shares of common stock per share of Preferred Stock, subject to anti-dilution adjustments, which may result in a holder receiving value that is less than the liquidation preference of the Preferred Stock. Limitation on Beneficial Ownership: Yes, as described in Preliminary Prospectus Supplement.
Conversion Upon Fundamental Change. If delisting occurs or in lieu of receiving the make-whole shares, if the reference price in connection with a make-whole acquisition is less than the applicable conversion price (each, a “fundamental change”), a holder may elect to convert Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 30 days after the effective date of such fundamental change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $5.50, which is 50% of the public offering price in the concurrent offering of the Issuer’s common stock, subject to adjustment (the “base price”). If the reference price is less than the base price, holders will receive a maximum of 9.0909 shares of common stock per share of Preferred Stock, subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Preferred Stock. In lieu of issuing common stock upon conversion in the event of a fundamental change (other than a delisting), the Issuer may at its option make a cash payment equal to the reference price for each share of common stock otherwise issuable upon conversion.
Conversion Upon Fundamental Change. If delisting occurs or in lieu of receiving the make-whole shares, if the reference price in connection with a make-whole acquisition is less than the applicable conversion price (each, a “fundamental change”), a holder may elect to convert Preferred Stock during the period beginning on the effective date of the fundamental change and ending on the date that is 30 days after the effective date of such fundamental change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $1.93, subject to adjustment (the “base price”). If the reference price is less than the base price, holders will receive a maximum of 518.1347 shares of common stock per share of Preferred Stock, subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Preferred Stock. In lieu of issuing common stock upon conversion in the event of a fundamental change (other than a delisting), the Issuer may, at its option, and if it obtains any necessary regulatory approval, make a cash payment equal to the reference price for each share of common stock otherwise issuable upon conversion.
Conversion Upon Fundamental Change. In lieu of receiving the make-whole shares, if the reference price in connection with a make-whole acquisition is less than $9.26, subject to adjustment (a “Fundamental Change”), a holder may elect to convert each share of Series G Preferred Stock during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of the Fundamental Change at an adjusted conversion price equal to the greater of (1) the reference price and (2) $4.63, subject to adjustment (the “Base Price”). If the reference price is less than the Base Price, holders will receive a maximum of 5,399.5680 Common Shares per share of Series G Preferred Stock (equivalent to approximately 21.5983 Common Shares per Depositary Share), subject to adjustment, which may result in a holder receiving value that is less than the liquidation preference of the Series G Preferred Stock. In lieu of issuing Common Shares upon conversion in the event of a Fundamental Change, Fifth Third may at its option, and if Fifth Third obtains any necessary regulatory approval, make a cash payment equal to the reference price for each Common Share otherwise issuable upon conversion.
Conversion Upon Fundamental Change. Upon a Fundamental Change, holders of shares of the convertible preferred stock will have the right to convert their shares of convertible preferred stock, in whole or in part, into shares of the Issuer’s common stock during the fundamental change conversion period. If a holder converts its convertible preferred stock, such holder will receive, for each share of the convertible preferred stock surrendered for conversion a number of shares of the Issuer’s common stock equal to the sum of (x) the conversion rate and (y) the make-whole premium, if any, as calculated and described in the Preliminary Offering Memorandum under “—Determination of the Make-Whole Premium.” In addition, such holder will have the right to receive an amount in cash equal to any accumulated and unpaid dividends on such converted shares, whether or not declared prior to the conversion date, for all prior dividend periods ending on or prior to the dividend payment date immediately preceding (or, if applicable, ending on) such date (other than previously declared dividends payable to holders of record as of a prior date); provided that the Issuer is then legally permitted to pay such dividends.