Conversion Value of Notes Tendered Clause Samples
Conversion Value of Notes Tendered. (1) Unless the Company has made a Physical Settlement Election, the Company will satisfy its obligation to convert a Holder’s Note pursuant to Section 8.1 with respect to each $1,000 principal amount of Notes tendered for conversion in cash and shares of fully paid Common Stock, if applicable, as follows:
(A) cash (the “Principal Return”) in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and
(B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Net Shares”) equal to the sum of the Daily Share Amounts for each of the 20 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the Conversion Reference Period.
(2) For the purposes of Section 8.14(1) in the event that any of Conversion Value, Daily Share Amounts, Volume Weighted Average Price or any other computation required of this Section 8.14 cannot be determined or do not produce results consistent with the provisions of this Article VIII for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Share Amounts and Volume Weighted Average Price, as applicable.
(3) The Company will not issue fractional shares of Common Stock upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. In lieu of any fractional shares, the Company will pay an amount in cash for the current market value of the fractional shares. The current market value of a fractional share shall be determined (calculated to the nearest 1/100th of a share) by multiplying the arithmetic average of the Volume Weighted Average Price of the Common Stock for each of the 20 consecutive Trading Days of the Conversion Reference Period by such fractional share and rounding the product to the nearest whole cent.
(4) Except as provided in Section 8.2(3) and Section 1.9, delivery of the cash obligation upon conversion, Daily Share Amount and cash in lieu of fractional shares, as applicable, shall be deemed to satisfy the Company’s obligation to pay the principal amount of a converted N...
Conversion Value of Notes Tendered. (a) Subject to certain exceptions described in Sections 10.01(a)(3) and 10.01(a)(4), Holders tendering the Notes for conversion shall be entitled to receive, upon conversion of such Notes, cash and shares of Common Stock, the value of which (the "Conversion Value") shall be equal to the product of:
(A) the aggregate Principal Amount at Maturity of Notes to be converted divided by 1,000 multiplied by (B) the Conversion Rate (including Additional Shares, if any); and
(2) the average of the Common Stock Price for the five consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) including and immediately following the second Trading Day following the day the Notes are tendered for conversion (the "Five Day Average Closing Stock Price").
(b) Subject to certain exceptions described below and under Sections 10.01(a)(3) and 10.01(a)(4), the Company shall deliver the Conversion Value to converting holders as follows:
(1) an amount in cash (the "Principal Return") equal to the lesser of (a) the aggregate Conversion Value of the Notes to be converted and (b) the aggregate Principal Amount of Notes to be converted as of the date tendered for conversion;
(2) if the aggregate Conversion Value of the Notes to be converted is greater than the aggregate Principal Return of the Notes to be converted, an amount in shares (the "Net Shares"), determined as set forth below, equal to the difference between such aggregate Conversion Value and such aggregate Principal Return (the "Net Share Amount"); and
(3) an amount paid in cash, determined as set forth below, for any fractional shares of Common Stock.