Common use of Conversion Upon Occurrence of Certain Corporate Transactions Clause in Contracts

Conversion Upon Occurrence of Certain Corporate Transactions. If either: (a) a Fundamental Change or a Make-Whole Fundamental Change occurs; or (b) the Company is a party to a consolidation, amalgamation, statutory arrangement, merger or binding share exchange pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, the Securities may, prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, be surrendered for conversion into cash and, if applicable, shares of Common Stock at any time during the period that begins on, and includes, the date that is thirty (30) calendar days prior to the date originally announced by the Company as the anticipated effective date of such transaction (which anticipated effective date the Company shall disclose, in good faith, in the written notice and public announcement referred to in Section 8.01(C) hereof) and ends on, and includes, the date that is thirty (30) calendar days after the actual effective date of such transaction; provided, however, that if such transaction is a Make-Whole Fundamental Change, then the Securities may also be surrendered for conversion into cash and, if applicable, shares of Common Stock at any time during the Make-Whole Conversion Period applicable to such Make-Whole Fundamental Change; provided, further, that if such transaction is a Fundamental Change, then the Securities may also be surrendered for conversion into cash and, if applicable, shares of Common Stock at any time until, and including, the Fundamental Change Repurchase Date applicable to such Fundamental Change.

Appears in 3 contracts

Samples: Supplemental Indenture (Health Care Reit Inc /De/), Supplemental Indenture (Health Care Reit Inc /De/), Supplemental Indenture (Health Care Reit Inc /De/)

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Conversion Upon Occurrence of Certain Corporate Transactions. If either: (a) a Fundamental Change or a Make-Whole Fundamental Change occurs; or (b) the Company is a party to a consolidation, amalgamation, statutory arrangement, merger or binding share exchange pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, the Securities may, prior to the Maturity Date November 15, 2025 or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, be surrendered for conversion into cash and, if applicable, shares of Common Stock Stock, cash or a combination thereof, at the Company’s election, as set forth in Section 10.02, at any time during the period that begins on, and includes, the date that is thirty (30) calendar days Business Days prior to the date originally announced by the Company as the anticipated effective date of such transaction (which anticipated effective date the Company shall disclose, in good faith, in the written notice and public announcement referred to in Section 8.01(C) hereof10.01(C)) and ends on, and includes, the date that is thirty (30) calendar days Business Days after the actual effective date of such transaction; provided, however, that if such transaction is a Make-Whole Fundamental Change, then the Securities may also be surrendered for conversion into cash and, if applicable, shares of Common Stock Stock, cash or a combination thereof, at the Company’s election, as set forth in Section 10.02, at any time during the Make-Whole Conversion Period applicable to such Make-Whole Fundamental Change; provided, further, that if such transaction is a Fundamental Change, then the Securities may also be surrendered for conversion into cash and, if applicable, shares of Common Stock at any time until, and including, the Fundamental Change Repurchase Date applicable to such Fundamental Change.

Appears in 1 contract

Samples: Indenture (Arris Group Inc)

Conversion Upon Occurrence of Certain Corporate Transactions. If either: (a) a Fundamental Change or a Make-Whole Fundamental Change occurs; or (b) the Company is a party to a consolidation, amalgamationmerger, statutory arrangement, merger or binding share exchange exchange, reconstruction, amalgamation or other similar arrangement pursuant to which the Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, the Securities may, prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, may be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time during the period that begins on, and includes, the date that is thirty (30) calendar days Scheduled Trading Days prior to the date originally announced by the Company as the anticipated effective date of such transaction (which transaction anticipated effective date of such the Company shall disclose, in good faith, in the written notice and notice, public announcement and publication referred to in Section 8.01(C) hereofSECTION 10.01(C)) and ends on, and includes, the date that is thirty (30) calendar days Business Days after the actual effective date of such transaction; provided, however, that if such transaction is a Make-Whole Fundamental Change, then the Securities may also be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time during the Make-Whole Conversion Period applicable to such Make-Whole Fundamental Change; provided, further, that if such transaction is a Fundamental Change, then the Securities may also be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time until, and including, the Fundamental Change Repurchase Date applicable to such Fundamental Change.

Appears in 1 contract

Samples: Indenture (Yingli Green Energy Holding Co LTD)

Conversion Upon Occurrence of Certain Corporate Transactions. If either: (a) a Fundamental Change or a Make-Whole Fundamental Change occurs; or (b) the Company is a party to a consolidation, amalgamationmerger, statutory arrangement, merger or binding share exchange exchange, reconstruction, amalgamation or other similar arrangement pursuant to which the Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, the Securities may, prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, may be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time during the period that begins on, and includes, the date that is thirty (30) calendar days Scheduled Trading Days prior to the date originally announced by the Company as the anticipated effective date of such transaction (which anticipated effective date the Company shall disclose, in good faith, in the written notice and notice, public announcement and publication referred to in Section 8.01(C) hereofSECTION 10.01(C)) and ends on, and includes, the date that is thirty (30) calendar days Business Days after the actual effective date of such transaction; provided, however, that if such transaction is a Make-Whole Fundamental Change, then the Securities may also be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time during the Make-Whole Conversion Period applicable to such Make-Whole Fundamental Change; provided, further, that if such transaction is a Fundamental Change, then the Securities may also be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time until, and including, the Fundamental Change Repurchase Date applicable to such Fundamental Change.

Appears in 1 contract

Samples: Indenture (Suntech Power Holdings Co., Ltd.)

Conversion Upon Occurrence of Certain Corporate Transactions. If either: (ai) a Fundamental Change or a Make-Whole Fundamental Change occurs; or (bii) the Company is a party to a consolidation, amalgamationmerger, statutory arrangement, merger or binding share exchange exchange, sale of all or substantially all of the Company’s properties and assets or other similar transaction, in each case, pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, the Securities may, prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, Notes may be surrendered for conversion into cash and, if applicable, or cash and shares of Common Stock (if applicable) at any time during the period that begins on, and includes, the date that is thirty (30) calendar days 20 Business Days prior to the date originally announced by the Company as the anticipated effective date of such transaction (which anticipated effective date the Company shall disclose, in good faith, in the written notice and public announcement referred to in Section 8.01(C) hereof) and ends on, and includes, the date that is thirty (30) calendar days 30 Business Days after the actual effective date of such transaction; provided, however, that if such transaction is a Make-Whole Fundamental Change, then the Securities Notes may also be surrendered for conversion into cash and, if applicable, or cash and shares of Common Stock (if applicable) at any time during the Make-Whole Conversion Period applicable to such Make-Whole Fundamental Change; and provided, further, that if such transaction is a Fundamental Change, then the Securities Notes may also be surrendered for conversion into cash and, if applicable, or cash and shares of Common Stock (if applicable) at any time untilduring the period that begins on, and includingincludes, the 30th Business Day before the date the Company originally announces as the anticipated effective date of the transaction and ends on, and includes, the Fundamental Change Repurchase Date applicable to such Fundamental Change.Fundamental

Appears in 1 contract

Samples: First Supplemental Indenture (Epicor Software Corp)

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Conversion Upon Occurrence of Certain Corporate Transactions. If either: (aA) a Fundamental Change or a Make-Whole Fundamental Change occurs; or (bB) the Company is a party to a consolidation, amalgamation, statutory arrangement, merger or binding share exchange exchange, sale of all or substantially all of the Company’s properties and assets or other similar transaction, in each case, pursuant to which the Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, the Securities may, prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, may be surrendered for conversion into cash andor, if applicableat the Company’s option, cash and shares of Common Stock at any time during the period that begins on, and includes, the date that is thirty (30) calendar days prior to the date originally announced by the Company as the anticipated effective date of such transaction (which anticipated effective date the Company shall disclose, in good faith, in the written notice and notice, public announcement and publication referred to in Section 8.01(C) hereof10.01(c)) and ends on, and includes, the date that is thirty (30) calendar days after the actual effective date of such transaction; provided, however, that if such transaction is a Make-Whole Fundamental Change, then the Securities may also be surrendered for conversion into cash andor, if applicableat the Company’s option, cash and shares of Common Stock at any time during the Make-Whole Conversion Period applicable to such Make-Whole Fundamental Change; and provided, further, that if such transaction is a Fundamental Change, then the Securities may also be surrendered for conversion into cash and, if applicable, shares of Common Stock at any time until, and including, the Fundamental Change Repurchase Date applicable to such Fundamental Change.

Appears in 1 contract

Samples: Indenture (Diodes Inc /Del/)

Conversion Upon Occurrence of Certain Corporate Transactions. If either: (a) a Fundamental Change or a Make-Whole Fundamental Change occurs; or (b) the Company is a party to a consolidation, amalgamationmerger, statutory arrangement, merger or binding share exchange exchange, reconstruction, amalgamation or other similar arrangement pursuant to which the Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, then, in each case, the Securities may, prior to the Maturity Date or earlier Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, may be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time during the period that begins on, and includes, the date that is thirty (30) calendar days Scheduled Trading Days prior to the date originally announced by the Company as the anticipated effective date -45- of such transaction (which anticipated effective date the Company shall disclose, in good faith, in the written notice and notice, public announcement and publication referred to in Section 8.01(C) hereofSECTION 10.01(C)) and ends on, and includes, the date that is thirty (30) calendar days Business Days after the actual effective date of such transaction; provided, however, that if such transaction is a Make-Whole Fundamental Change, then the Securities may also be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time during the Make-Whole Conversion Period applicable to such Make-Whole Fundamental Change; provided, further, that if such transaction is a Fundamental Change, then the Securities may also be surrendered for conversion into cash, ADSs or a combination of cash and, if applicable, shares of Common Stock and ADSs at any time until, and including, the Fundamental Change Repurchase Date applicable to such Fundamental Change.

Appears in 1 contract

Samples: Indenture (Suntech Power Holdings Co., Ltd.)

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