Early Conversion Make Whole Amount Sample Clauses

Early Conversion Make Whole Amount. (i) Upon notice from the Trustee that the Conversion Date for any Notes has occurred prior to April 15, 2011, the Escrow Agent shall liquidate a portion of the Collateral equal to the Allocable Collateral as of such Conversion Date multiplied by the number of Notes in principal amount of $1,000 submitted for conversion, all as calculated by the Company and certified by the Company to the Trustee and Escrow Agent; provided that if any Notes are converted after the close of business on a Record Date but prior to the next Interest Payment Date, any portion of the applicable Allocable Collateral relating to the pro rata amount of interest payable on such Notes on such Interest Payment Date and maturing immediately prior to such Interest Payment Date shall not be liquidated and instead shall be released in accordance with Section 4(b) above. For purposes hereof, “
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Early Conversion Make Whole Amount. Upon notice from the Company that any Debentures have been submitted for conversion pursuant to the terms of the Indenture prior to April 15, 2011, at or prior to 1:00 p.m., New York City time on the Business Day prior to the settlement date in respect of such conversion as specified in that notice, the Escrow Agent shall, and is hereby instructed by the Company to, redeem or sell Permitted Money Market Securities in an amount yielding cash equal to the sum of all Scheduled Interest Payments not yet made in respect of the Debentures converted, excluding any Scheduled Interest Payment for which the Record Date has occurred prior to the Conversion Date (the “Early Conversion Make Whole Amount”) and transfer such funds to the Paying Agent as set forth in Section 4(e)(ii) hereof for payment to the converting Holders, and shall notify the Company in writing that it has made such transfer to the Paying Agent.
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Early Conversion Make Whole Amount. Holders who convert Notes prior to November 16, 2007 will receive for each $1,000 Original Principal Amount of Notes converted, in addition to a number of shares of Common Stock determined pursuant to Section 10.01, or cash in lieu thereof pursuant to Section 10.04, the cash proceeds, subject to the limitation described below, of the sale by the Trustee pursuant to Section 6(c) of the Pledge Agreement of the Allocable Collateral for each $1,000 Original Principal Amount of Notes being converted (such cash proceeds, the "EARLY CONVERSION MAKE WHOLE AMOUNT"); provided that, as set forth in the Pledge Agreement, if a Holder converts Notes after the close of business on any Regular Record Date but prior to the next Interest Payment Date, Pledged Securities that will mature immediately prior to the applicable Interest Payment Date shall be excluded from such Allocable Collateral and from the Early Conversion Make Whole Amount. If a Holder converts any Notes prior to the earlier of (1) the sale of such Notes pursuant to an effective registration statement or (2) the date two years following the last original issue date of the Notes, the Early Conversion Make Whole Amount such Holder will receive upon conversion of each $1,000 Original Principal Amount of Notes will not exceed $18.18; provided that the Early Conversion Make Whole Amount of any Holder that converts Notes that have been called for redemption will not be subject to such limitation.
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Early Conversion Make Whole Amount. Holders who convert Securities prior to April 15, 2011 shall receive for each $1,000 principal amount of Securities converted, in addition to a number of shares of Common Stock determined pursuant to Section 4.02(b) hereof, the Cash proceeds, subject to the limitation described below, from the liquidation by the Escrow Agent pursuant to Section 4(c) of the Pledge and Escrow Agreement of the Allocable Collateral for each $1,000 principal amount of Securities being converted (such Cash proceeds, the “Early Conversion Make-Whole Amount”); provided that, as set forth in the Pledge and Escrow Agreement, if a Holder converts Securities after the Close of Business on any Record Date but prior to the next Interest Payment Date, the Government Securities with respect to the Securities being converted relating to the interest payable on such Securities on such Interest Payment Date shall be excluded from such sale and from the Early Conversion Make-Whole Amount and proceeds from such portion of the Government Securities shall be paid to the Holder of such Securities on the Record Date corresponding to such Interest Payment Date.
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Early Conversion Make Whole Amount. (i) Upon written notice and direction from the Trustee that any Notes have been submitted for conversion pursuant to the terms of the Indenture prior to September 15, 2016, unless such Notes are converted in connection with a Make-Whole Adjustment Event to which Section 14.03 of the Indenture applies, the Escrow Agent shall liquidate a portion of the Collateral equal to the Allocable Collateral multiplied by the number of Notes in principal amount of $1,000 submitted for conversion as calculated by the Company, rounded down to the nearest whole multiple of the minimum denomination of the relevant Government Securities; provided that if any Notes are converted between the close of business on a Record Date but prior to the next Interest Payment Date, any portion of the applicable Allocable Collateral relating to the pro rata amount of interest payable on such Interest Payment Date and maturing on such Interest Payment Date shall not be liquidated and instead shall be released in accordance with Section 5(b)(i) or 5(b)(ii) above, as the case may be. For purposes hereof, “
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Early Conversion Make Whole Amount. (i) Upon notice from the Trustee that any Notes have been submitted for conversion pursuant to the terms of the Indenture prior to April 1, 2011, the Escrow Agent shall liquidate a portion of the Collateral equal to the Allocable Collateral multiplied by the number of Notes in principal amount of $1,000 submitted for conversion as calculated by the Company; provided that if any Notes are converted between the close of business on a Record Date but prior to the next Interest Payment Date, any portion of the applicable Allocable Collateral maturing on such Interest Payment Date shall not be liquidated and instead shall be released in accordance with Section 4(b) above. For purposes hereof, “
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Related to Early Conversion Make Whole Amount

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

  • Calculation of Conversion Price The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the price at which trades occurred on the Over-the-Counter Bulletin Board, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by OTC Markets on their website or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. In all cases, the Conversion Price cannot be below a floor price of $.0005 per share.

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Automatic Conversion Upon the automatic conversion of all outstanding shares of the series of equity securities comprising the Exercise Shares, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares would then be convertible, so long as such shares, if this Warrant had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the Company’s Certificate of Incorporation. In such case, all references to “Exercise Shares” shall mean shares of the Company’s Common Stock issuable upon exercise of this Warrant, as appropriate.

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