Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege with respect to any Note in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the original or facsimile of the form 57 entitled "CONVERSION NOTICE" on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by Section 16.02(c). Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 16.07. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by Section 16.02(c) and any transfer taxes if required pursuant to Section 16.07. (b) As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 6.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article 16 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 16.
Appears in 1 contract
Samples: Indenture (Atherogenics Inc)
Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege with respect to any Note in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the original or facsimile of the form 57 entitled "CONVERSION NOTICE" on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by Section 16.02(c). Such notice shall also state the name or names (with address or addresses) in which the certificate 58 or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 16.07. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by Section 16.02(c) and any transfer taxes if required pursuant to Section 16.07.
(b) As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 6.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article 16 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 16.
Appears in 1 contract
Samples: Indenture (Celgene Corp /De/)
Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege with respect to any Note in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the original or facsimile of the form 57 entitled "CONVERSION NOTICEConversion Notice" on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by Section 16.02(c). Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 16.07. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by Section 16.02(c) and any transfer taxes if required pursuant to Section 16.07.
(b) As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 6.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article 16 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 16.of
Appears in 1 contract
Samples: Indenture (Atherogenics Inc)
Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege with respect to any Note in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holderHolder, the Corporate Trust Office, such Note with the original or facsimile of the form 57 entitled "CONVERSION NOTICE" “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes Note duly endorsed for transfer, accompanied by the funds, if any, required by this Section 16.02(c)3.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 16.07. 3.07.
(b) In order to exercise the conversion privilege with respect to any interest in a Global NoteSecurity, the beneficial holder owner must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's ’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in the aggregate original principal amount and corresponding Accreted Principal Amount represented thereby to be converted of such Global NoteSecurity, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by this Section 16.02(c) 3.02 and any transfer taxes or similar taxes, if required pursuant to Section 16.073.07. Upon the conversion of an interest in a Global Security, the Trustee (or other conversion agent appointed by the Company), or the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such Global Security as to the reduction in the original principal amount and corresponding Accreted Principal Amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Notes effected through any conversion agent other than the Trustee.
(bc) In the case of a Principal Value Conversion, a Holder will receive either cash, Common Stock or a combination of cash and Common Stock, at the Company’s option, with a value equal to the Principal Value Conversion Amount. If a Holder surrenders its Notes for conversion and it is a Principal Value Conversion, the Company will notify the Holder by the second Trading Day following the conversion date whether it will pay all or a portion of the Principal Value Conversion Amount in cash, Common Stock or a combination of cash and Common Stock, and in what percentage. Any Common Stock delivered upon a Principal Value Conversion will be valued at the greater of (x) the Conversion Price on the conversion date and (y) the Closing Price of the Common Stock on the third Trading Day after the conversion date. The Company will pay any portion of the Principal Value Conversion Amount to be paid in cash on the third Trading Day after the conversion date. If the Company elects to deliver Common Stock to pay any portion of such Principal Value Conversion Amount, it will deliver such Common Stock on the fourth Trading Day following the conversion date.
(d) As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder Holder at the office or agency maintained by the Company for such purpose pursuant to Section 6.02, 1002 of the Indenture,
(i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article 16 3 (or, in the case of Notes submitted for conversion in connection with a Fundamental Change pursuant to Section 3.01(a)(vi) on or after the record date for receiving distributions in connection with the Fundamental Change, or if earlier, the Effective Time of the Fundamental Change, the kind and amount of cash, securities and other assets or property which the Holder would have received if it had held the number of shares of Common Stock issuable upon the conversion of such Note or portion thereof prior to such record date or Effective Time);
(ii) in the case of Notes submitted for conversion in connection with a check or Fundamental Change pursuant to Section 3.01(a)(vi), cash in respect of any accrued but unpaid interest, including contingent interest, if any, to but excluding the date of conversion; and
(iii) cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 163.03. In case any Note of a denomination greater than $1,000 original principal amount shall be surrendered for partial conversion, subject to Section 3.03, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to him, a new Note or Notes in authorized denominations in an aggregate original principal amount and corresponding Accreted Principal Amount equal to the unconverted portion of the surrendered Note.
(e) Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in Section 3.02(a) or Section 3.02(b) have been satisfied as to such Note (or portion thereof), and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Note shall be surrendered.
(f) Any Note or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the close of business on the Business Day preceding the following interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the original principal amount being converted; provided that no such payment need be made (i) if the Company has specified a Redemption Date that is during such period, (ii) to the extent of any interest, including contingent interest, if any, with respect to which there is an ongoing default in payment on the Notes, if any, at the time of conversion. Except as provided above in this Section 3.02(f), no payment or other adjustment shall be made for interest accrued on any Note converted or for dividends on any shares issued upon the conversion of such Note as provided in this Article 3.
(g) Upon the conversion of a Note, that portion of the Accreted Principal Amount and accrued but unpaid interest, including contingent interest, if any, with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock, together, in the case of a Principal Value Conversion, with any cash payment paid in lieu of shares of Common Stock, in the case of Notes submitted for conversion in connection with a Fundamental Change pursuant to Section 3.01(a)(vi) or in connection with a redemption pursuant to Section 3.01(a)(iv), with any cash payment of accrued but unpaid interest, including contingent interest, if any, on Notes converted, and in each case, with cash in lieu of fractional shares, in exchange for the Note being converted pursuant to the provisions hereof; and the Fair Market Value of such shares of Common Stock together, in the case of a Principal Value Conversion, with any such cash payment paid in lieu of shares of Common Stock, in the case of Notes submitted for conversion in connection with a Fundamental Change pursuant to Section 3.01(a)(vi) or in connection with a redemption pursuant to Section 3.01(a)(iv), with any such cash payment of accrued but unpaid interest, including contingent interest, if any, on Notes converted, and in each case, with any such cash payment in lieu of fractional shares, shall be treated as delivered, to the extent thereof, first in exchange for and in satisfaction of our obligation to pay the Accreted Principal Amount of the converted Note, the accrued but unpaid interest thereon, if any, and the contingent interest thereon, if any, and the balance, if any, of such Fair Market Value of such Common Stock (and any such payments) shall be treated as issued in exchange for and in satisfaction of the right to convert the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, in the case of Notes submitted for conversion in connection with a Fundamental Change pursuant to Section 3.01(a)(vi), such Notes shall continue to represent the right to receive the Make Whole Premium, if any, payable pursuant to Article 2 until such Make Whole Premium is so paid.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Providian Financial Corp)
Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege with respect to any Note in certificated formCertificated Securities, the Company Conversion Agent must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note Securities with the original or facsimile of the form 57 entitled "CONVERSION NOTICE" on the reverse thereofConversion Notice, duly completed and manually signed, together with such Notes Securities duly endorsed for transfer, accompanied by the funds, if any, required by this Section 16.02(c)10.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock Stock, if any, which shall be issuable on such conversion shall be issuedissued and to whom the cash payable on such conversion shall be delivered, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 16.0710.06. In order to exercise the conversion privilege with respect to any interest in a Global NoteSecurity, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Global NoteSecurity, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agentConversion Agent, and pay the funds, if any, required by this Section 16.02(c) 10.03 and any transfer taxes if required pursuant to Section 16.07.
(b) 10.06. As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder Securityholder (as if such transfer were a transfer of the Note Security or Notes Securities (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder Securityholder at the office or agency maintained by the Company for such purpose pursuant to Section 6.024.05, cash and a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article 16 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 16.full
Appears in 1 contract
Samples: Indenture (Omi Corp/M I)
Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege with respect to any Note Debenture in certificated form, the Company must receive holder of any such Debenture to be converted in whole or in part shall surrender such Debenture, duly endorsed, at the an office or agency of maintained by the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the original or facsimile of the form 57 entitled "CONVERSION NOTICE" on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transferpursuant to Section 5.02, accompanied by the funds, if any, required by the penultimate paragraph of this Section 16.02(c)15.02, and shall give written notice of conversion in the form provided on the Debentures (or facsimile thereof) (or such other notice which is acceptable to the Company) to the office or agency that the holder elects to convert such Debenture or the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 16.0715.07. Each such Debenture surrendered for conversion shall, such Debenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the holder or his duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in a Global NoteDebenture in global form, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's Depository’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Global NoteDebenture in global form, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by this Section 16.02(c) 15.02 and any transfer taxes taxes, if required pursuant to Section 16.0715.07.
(b) As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 6.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article 16 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 16.
Appears in 1 contract
Samples: Indenture (Mentor Graphics Corp)
Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. (a) In order to exercise the conversion privilege with respect to any Note in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose or, at the option of such holder, the Corporate Trust Office, such Note with the original or facsimile of the form 57 entitled "CONVERSION NOTICE" “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by Section 16.02(c). Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 16.07. In order to exercise the conversion privilege with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary's ’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or conversion agent, and pay the funds, if any, required by Section 16.02(c) and any transfer taxes if required pursuant to Section 16.07.
(b) As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Company shall issue and shall deliver to such Noteholder at the office or agency maintained by the Company for such purpose pursuant to Section 6.02, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note or portion thereof as determined by the Company in accordance with the provisions of this Article 16 and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 16.
Appears in 1 contract
Samples: Indenture (Durect Corp)
