Conversion Upon Specified Corporate Transactions Clause Samples
The "Conversion Upon Specified Corporate Transactions" clause defines the conditions under which a security, such as a convertible note or preferred stock, will automatically convert into another class of securities if certain corporate events occur. Typically, these events include mergers, acquisitions, or asset sales, and the clause outlines the conversion ratio and timing. This provision ensures that holders of the convertible security are treated fairly and consistently during significant changes to the company's structure, protecting their interests and clarifying their rights in the event of major corporate transactions.
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Conversion Upon Specified Corporate Transactions. (A) a distribution to all or substantially all holders of Common Stock of rights, warrants or options entitling them (for a period commencing no earlier than the date of distribution and expiring not more than 60 days after the date of distribution) to subscribe for or purchase shares of Common Stock at a price less than the average Closing Sale Prices of the Common Stock for the 10 Trading Days immediately preceding the date such distribution was first publicly announced; or
(B) a distribution to all or substantially all holders of Common Stock of cash or other assets, evidences of Company indebtedness, rights or warrants to purchase or subscribe for Capital Stock or other securities of the Company, where the fair market value of such distribution per share of Common Stock (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) exceeds 10% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date such distribution was first publicly announced; provided that any Holder of a Security shall have no right to convert any Security pursuant to this Section 9.01(a)(iv) if such Holder otherwise participates in the distribution described in this Section 9.01(a)(iv) on an as-converted basis solely into Common Stock at the Applicable Conversion Rate without conversion of such Holder’s Securities; or
(C) if the Company is party to a consolidation, merger, share exchange, sale of all or substantially all of its assets or other similar transaction, in each case pursuant to which the Common Stock is subject to conversion into (or holders of Common Stock are entitled to receive) cash, securities or other property, from and after the effective date of such transaction until and including the date that is 30 days after the effective date of such transaction. The Company shall give notice to all Holders and the Trustee prior to the anticipated effective date of such transaction. In the case of the foregoing Sections 9.01(a)(iv)(A) and 9.01(a)(iv)(B), the Company shall cause a notice of such distribution to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities no later than 20 days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business on the Business Day immediately preceding the...
Conversion Upon Specified Corporate Transactions. If:
(1) (A) the Company elects to distribute to all holders of Common Stock rights or warrants entitling them to purchase shares of Common Stock at a price per share that is less than the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, (B) the Company elects to distribute to all holders of Common Stock cash or other assets, debt securities or other evidence of indebtedness or other rights to purchase the Company’s securities, where the Fair Market Value of such distribution attributable to one share of Common Stock, when aggregated with all other such distributions made within the 180 days preceding the date of declaration of such distribution, exceeds 15% of the Current Market Price of the Common Stock on the Trading Day immediately preceding the date of declaration of such distribution, or (C) a transaction or transactions, other than a transaction or transactions specified in Section 10.1(b)(vii)(2) below, constituting a Change of Control occurs; then, in each case, the Securities may be surrendered for conversion at any time on or after the date that the Company gives notice to the Holders of such conversion right, which notice shall be given not less than 20 days prior to the Ex-Dividend Time for such distribution, in the case of (A) or (B) above, or within 30 days following the date of occurrence of the Change of Control, in the case of (C) above, until either (x) the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Time and the date the Company announces that such distribution will not take place, in the case of (A) or (B), or (y) 30 days after the Change of Control notice is given by the Company, in the case of (C), provided that Securities shall not become convertible pursuant to any distribution described above in (A) or (B) of this Section 10.1(b)(vii)(1) if all Holders may participate in such distribution without conversion of their Securities or if such distribution consists solely of a distribution of rights pursuant to a Rights Plan, provided that (to the extent that the Rights Plan has been implemented and is still in effect upon such conversion) Holders will receive, in addition to cash and the shares of Common Stock, if any, issuable upon conversion of their Securities, the rights described in such Rights Plan (whether or not the rights have separated from the Common Stock at the time of conversion), subject to the lim...
Conversion Upon Specified Corporate Transactions. If the Company (1) distributes to holders of all or substantially all of the Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of Common Stock at less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading-Day period ending on the Trading Day preceding the announcement of such distribution, or (2) distributes to holders of all or substantially all the Common Stock, the Company’s assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 10% of the Last Reported Sale Price of the Common Stock on the Trading Day preceding the declaration date for such distribution, then, in each case, the Company must notify the Holders, in the manner provided in Section 12.02, at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place. Holders of the Securities may not exercise this right if they may participate (as a result of holding the Securities, and at the same time as holders of the Common Stock participate) in any of the transactions described above as if such Holders of the Securities held a number of shares of Common Stock equal to the applicable conversion rate, multiplied by the principal amount (expressed in thousands) of Securities held by such Holders, without having to convert their Securities.
Conversion Upon Specified Corporate Transactions. (A) If the Company elects to (1) distribute to all holders of Common Stock any rights or warrants entitling them to purchase, for a period expiring within 45 days after the Ex-Dividend Date of the distribution, shares of Common Stock at a price per share less than the average of the Last Reported Sale Price of Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution, or (2) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as determined by the Company’s Board of Directors, exceeding 15% of the Last Reported Sale Price on the Trading Day immediately preceding the Ex-Dividend Date for such distribution, then, in each case, the Company must notify the Holders of such distribution and of their rights under this clause (A), in the manner provided in Section 14.02, at least 15 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place even if the Securities are not otherwise convertible at such time.
(B) If the Company is party to a transaction described in clause (2) of the definition of Fundamental Change (without giving effect to the proviso set forth in the definition thereof relating to Publicly Traded Securities), the Company must notify Holders of such an event and of their rights under this clause (B), in the manner provided in Section 14.02, at least 15 Scheduled Trading Days prior to the anticipated effective date for such transaction. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until seven Scheduled Trading Days after the actual effective date of such transaction or, if later, the related Fundamental Change Purchase Date.
(C) A Holder may surrender all or a portion of such Holder’s Securities for conversion, if a Fundamental Change of the type described in clause (1) or (3) in the definition thereof occurs. In such event, Holders may surrender Securities for conversion at any time beginning on the actual Effective Date of such Fundamental Change until and including the date which is seven Sche...
Conversion Upon Specified Corporate Transactions. (i) If the Company becomes a party to a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale of all or substantially all of the Company's assets or other combination, in each case pursuant to which the Common Shares are converted into cash, securities, or other property, then at the effective time of the transaction, a Holder of Securities' right to convert the Securities into Common Shares will be changed into a right to convert such Securities into the kind and amount of cash, securities and other property which Holders of the Securities would have received if those Holders had converted such Securities immediately prior to the transaction (the "Reference Property"). If the transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the Holders of the Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the foregoing.
(ii) If Holders of Securities would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute ''Prescribed Securities'' for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year (referred to herein as ''Ineligible Consideration''), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or Prescribed Securities for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada), as it applied to the 2007 taxation year, with a market value equal to the market value of such Ineligible Consideration. In general, Prescribed Securities would include Common Shares and other shares which are not redeemable by the Holder within five years of the date of issuance of the Securities. The Company shall give notice to the Holders of Securities at least 30 days prior to the effective date of such transaction in writing and by release to a business news...
Conversion Upon Specified Corporate Transactions. (a) Subject to the provisions of this Article 12 and paragraph 9 of the Note, and subject to and upon compliance with the provisions of this Indenture, and notwithstanding the fact that any other condition to conversion has not been satisfied, the Holder of this Note has the right to convert this Note into shares of Common Stock in the event that the Company (i) issues rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase, for a period expiring within 45 days after the date of issuance, shares of Common Stock at a price per share less than the last reported sale price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of the issuance; or (ii) distributes to all holders of its outstanding shares of Common Stock any assets or debt securities of the Company, or rights to purchase any securities of the Company, which distribution has a per share value, as determined by the Board of Directors (whose determination shall be conclusive and described in a resolution of the Board of Directors), that exceeds 15% of the last reported sale price (as defined above) per share of Common Stock on the trading day (as defined in Section 11.05(g)) immediately preceding the date of declaration of such distribution. The Company will be required to give notice to the Holders at least 20 business days prior to the ex-dividend date for such distribution, and Notes may be surrendered for conversion at any time thereafter until the earlier of the close of business on the business day immediately prior to the ex-dividend date and the announcement by the Company that such distribution will not take place, even if the Notes are not otherwise convertible at such time. The “ex-dividend date” shall mean the first date upon which the sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer.
Conversion Upon Specified Corporate Transactions. (A) Prior to the close of business on the Business Day immediately preceding September 15, 2019, if the Company (1) issues to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of Common Stock at less than the average of the Last Reported Sale Price of a share of Common Stock for the 10 consecutive Trading Day period ending on the Business Day preceding the commencement of such issuance, or (2) distributes to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share Fair Market Value, as reasonably determined by the Board of Directors of the Company, exceeding 10% of the Last Reported Sale Price of the Common Stock on the day preceding the declaration date for such distribution, then, in each case, the Company must notify the Holders, in the manner provided in Section 13.02, at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender Securities for conversion at any time until the earlier of the close of business on the Business Day immediately prior to such Ex-Dividend Date or the Company’s announcement that such distribution will not take place, even if the Securities are not otherwise convertible at such time.
(B) Prior to the close of business on the Business Day immediately preceding September 15, 2019, if a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change occurs, regardless of whether a Holder has the right to require the Company to purchase the Securities pursuant to Section 11.01, or if the Company is a party to a consolidation, merger, binding share exchange, or transfer or lease of all or substantially all of its assets, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the date which is 35 Scheduled Trading Days prior to the anticipated effective date of the transaction (or, if later, the Business Day after the Company gives notice of such transaction) until 35 Trading Days after the actual effective date of such transaction or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date. The Company shall notify the Holders, Trustee and Co...
Conversion Upon Specified Corporate Transactions. (i) If the Company becomes a party to a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale of all or substantially all of the Company’s assets or other combination, in each case pursuant to which the Common Shares are converted into cash, securities, or other property, then at the effective time of the transaction, a Holder of Securities’ right to convert the Securities into Common Shares will be changed into a right to convert such Securities into the kind and amount of cash, securities and other property which Holders of the Securities would have received if those Holders had converted such Securities immediately prior to the transaction (the “Reference Property”). If the transaction causes the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Securities shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the Holders of the Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the foregoing.
(ii) If the transaction also constitutes a Fundamental Change, the Company will be required, subject to certain conditions, to offer to purchase for cash all or a portion of a Holder’s Securities in accordance with Article 12.
Conversion Upon Specified Corporate Transactions. If the Company becomes a party to a transaction in clause (b) of the definition of Fundamental Change (without giving effect to the last paragraph in Section 12.01(a)), the Company shall notify Holders at least 30 calendar days prior to the anticipated effective date for such transaction (or shall otherwise provide a Fundamental Change Chance Notice as provided in Section 12.01(b), if applicable). Upon receipt of such notice, a Holder may surrender its Securities for conversion at any time until 45 calendar days after the actual effective date of such transaction (or if such transaction also constitutes a Fundamental Change, the related Fundamental Change Purchase Date). In addition, a Holder may surrender all or a portion of its Securities for conversion if a Fundamental Change of the type described in clauses (a), (c) or (d) of the definition of Fundamental Change occurs. In such event, a Holder may surrender Securities for conversion at any time beginning on the actual effective date of such Fundamental Change until and including the date which is 30 calendar days after the actual effective date of such Fundamental Change or, if later, the Fundamental Change Purchase Date corresponding to such Fundamental Change. If the transaction also constitutes a Fundamental Change, the Company shall be required, subject to certain conditions, to offer to purchase for cash all of a Holder’s Securities in accordance with Article XII. Notwithstanding the foregoing, a Security in respect of which a Holder has delivered a Fundamental Change Purchase Notice may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with Article XII prior to the close of business on the Fundamental Change Purchase Date.
Conversion Upon Specified Corporate Transactions. Certain Distributions If we elect to: • distribute to all or substantially all holders of our common stock certain rights or warrants entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of our common stock at less than the closing sale price of a share of our common stock on the trading day immediately preceding the announcement date of the distribution; or • distribute to all or substantially all holders of our common stock, assets (including cash), debt securities or rights or warrants to purchase our securities, which distribution has a per-share value as determined by our board of directors exceeding 10% of the closing sale price of our common stock on the trading day immediately preceding the announcement date for such distribution, we must notify holders of notes at least 20 business days prior to the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their notes for conversion at any time until the earlier of the close of business on the business day immediately prior to the ex-dividend date or any announcement that such distribution will not take place. No holder may exercise this right to convert if the holder otherwise could participate in the distribution without conversion. The “ex-dividend” date is the first date upon which a sale of the common stock does not automatically transfer the right to receive the relevant distribution from the seller of the common stock to its buyer.