Deemed Conversion. For the purposes hereof, in the event a holder of Series B Preferred would receive an a greater amount of the proceeds were such holder to have converted such Series B Preferred to Common Stock immediately prior to the consummation of such Deemed Liquidation, then such holder of Series B Preferred shall be deemed to have converted for the purposes of the allocation of the proceeds from a Deemed Liquidation Event, so that, in any event the aggregate proceeds a holder of Series B Preferred receives is the greater of (x) the amount specified pursuant to Subsections 3(a) and (y) the amount that would have been received if such holder of Series B Preferred converted such Series B Preferred into Common Stock immediately prior to the consummation of such Deemed Liquidation Event.
Deemed Conversion. Solely for purposes of determining the number of votes each share of Series B Preferred Stock shall entitle the Holder thereof to cast for any matter on which, pursuant to Section 3, the Holders are entitled to vote, the Series B Preferred Stock shall be deemed to be convertible into Common Stock as follows:
Deemed Conversion. (1) If any principal amount of the Special Note has not been converted pursuant to section 4.1 on the Expiry Date, such principal amount of the Special Note will be deemed to have been converted by the Holder thereof (without any further action on the part of such Holder or the Corporation) immediately prior to the Expiry Time. In such event, the Corporation will, within five Business Days following the Expiry Time, give notice of such deemed conversion to the Holder of such Special Note. Such notice shall specify that the Special Note is deemed to have been converted automatically in accordance with its terms and will indicate the principal amount of Series B Debenture and number of Warrants issued upon such deemed conversion of the Special Note.
(2) The Holder of the Special Notes deemed to have been converted pursuant to subsection 4.2
(1) will have no rights thereunder except to receive certificates representing the Underlying Securities thereby issued to him upon such conversion.
Deemed Conversion. (a) In the event the Release Conditions are satisfied and the Release Certificate is delivered on or before the Release Deadline, all Subscription Receipts shall be deemed to be converted and surrendered without any further action by the Subscription Receiptholders and one Unit shall be deemed to have been issued on the date the Release Certificate is delivered to the Subscription Receipt Agent to the Subscription Receiptholders for each Subscription Receipt held, subject to adjustment in accordance with Article IV, and the persons to whom such Units are to be issued in accordance with the terms of this Agreement shall be deemed to have become the holders of record of such Units on such date.
(b) Upon the deemed issuance of Units upon the deemed conversion of the Subscription Receipts, the Subscription Receipt Certificates will be deemed to have been surrendered and cancelled without further action on the part of the Subscription Receiptholders, the Subscription Receipt Agent, the Agent or the Company. The Subscription Receipt Agent will issue certificates representing the Common Shares underlying the Units and the Company will issue and provide within two Business Days to the Subscription Receipt Agent with certificates representing the Warrants underlying the Units, in each case, in the names of the Subscription Receiptholders and the Subscription Receipt Agent, subject to receipt of the certificates representing the Warrants as provided by the Company, will then deliver the certificates representing the Common Shares and Warrants comprising the Units within three Business Days to the Agent on behalf of the Subscription Receiptholders.
Deemed Conversion. Notwithstanding Section 3(a) above, solely for purposes of determining the amount each holder of shares of Series A Preferred is entitled to receive with respect to a Liquidation Event, the Series A Preferred shall be treated as if all holders of such series had converted such holder’s shares of such series into shares of Common Stock immediately prior to the Liquidation Event if, as a result of an actual conversion of the Series A Preferred (including taking into account the operation of this paragraph (b) with respect to all Series A Preferred), holders of such series would receive (with respect to such series), in the aggregate, an amount greater than the amount that would be distributed to holders of Series A Preferred which had not converted such Series A Preferred into shares of Common Stock. If holders of Series A Preferred are treated as if they had converted shares of Series A Preferred into Common Stock pursuant to this paragraph, then such holders shall not be entitled to receive any distribution pursuant to Section 3(a) that would otherwise be made to holders of such series of Series A Preferred.
Deemed Conversion. Notwithstanding the above Sections 2(a), (b) and (c), for purposes of determining the amount each holder of shares of Preferred Stock is entitled to receive with respect to a Liquidation Event, each such holder of shares of Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of Preferred Stock into shares of Common Stock immediately prior to the Liquidation Event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such Preferred Stock into shares of Common Stock. If any such holder shall be deemed to have converted shares of Preferred Stock into Common Stock pursuant to this Section 2(d), then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Stock.
Deemed Conversion. If the Relevant Agent does not receive a Selection Notice giving notice of election, conversion or continuation of any Loan or Segment under a Facility, as the case may be, by the time prescribed by SECTION 5.5, the Facility Borrowers with respect to the Facility under which such Loan or Segment is outstanding shall be deemed to have elected to convert such Loan or Segment to (or continue such Loan or Segment as) a Canadian Dollar Base Rate Segment under the applicable Canadian Facility or a US Dollar Base Rate Segment under the applicable US Facility until such time as a Selection Notice is delivered to the Relevant Agent in accordance with SECTION 5.5.
Deemed Conversion. Subject as hereinafter provided, the right of a holder of Convertible Preference Shares to convert the same into Common Shares shall be deemed to have been exercised, and the register holder of the Convertible Preference Shares to be converted (or any Person or Persons in whose name or names any such registered holder of Convertible Preference Shares shall have directed certificates representing Common Shares to be issued) shall be deemed to have become (and at all time on such date to be) a holder of the Common Shares of record of the Company for all purposes on the dare of surrender of one or more certificates duly endorsed representing the Convertible Preference Shares to be converted.
Deemed Conversion. Notwithstanding the above, for purposes of determining the amount each holder of a series of Preference Shares is entitled to receive with respect to a Liquidation Event, each such holder of such series of Preference Shares shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of such series of Preference Shares into Equity Shares immediately prior to the Liquidation Event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert shares of such series of Preference Shares into Equity Shares. If any such holder shall be deemed to have converted shares of such series of Preference Shares into Equity Shares pursuant to this Clause, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preference Shares that have not converted (or have not been deemed to have converted) into Equity Shares.
Deemed Conversion. Each issued share of Company Preferred Stock outstanding prior to the Effective Time (other than shares to be canceled in accordance with Section 2.7.2) shall be deemed to have converted into shares of Company Common Stock in accordance with the Company’s certificate of incorporation (the “Preferred Stock Conversion”).
