Payment and Conversion Sample Clauses

Payment and Conversion. Subject to the terms and conditions of this Agreement, on the Closing Date, pursuant to the Oklahoma Act, APC will be merged with and into CMC and upon such Merger, the APC Shares will be automatically converted into the right to receive the number of shares of CEC Common Stock determined by dividing FORTY-THREE MILLION DOLLARS ($43,000,000.00) by the Exchange Price (the "Exchange Shares"). The AP Group and the CEC Group hereby agree that the "Exchange Price" will be $11.3375 which was determined by adding the closing price of the CEC Common Stock as quoted on the New York Stock Exchange as of the close of business on the third (3rd) through the twelfth (12th) business trading days preceding October 31, 1997 and dividing the sum by ten (10). The number of Exchange Shares will be rounded up to the nearest whole number and no fractional shares will be issued." 4 3. Amendment of Section 1.9. Section 1.9 of the Merger Agreement entitled "Adjustment to Merger Consideration" is hereby deleted in its entirety and the following Section 1.9 is hereby substituted therefor:
Sample 1
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Payment and Conversion. At the Closing, each Series B-2 Investor shall pay its portion of the Purchase Price in U.S. dollar by wire transfer of funds to a designated account of the Company specified in the Wire Transfer Instruction (the form of which is attached hereto as Exhibit D) issued by the Company at least five (5) Business Days before the occurrence of the Closing. At the Closing, all outstanding principal amounts under the Notes held by the Series B-1 Investors will convert into the Series B-1 Purchased Shares automatically, and the Company’s obligations under the Notes and the Note Purchase Agreement shall be discharged in full.
Sample 1
Payment and Conversion. 2 1.8 Payment; Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.9
Sample 1
Payment and Conversion. Subject to the terms and conditions of this Agreement, on the Closing Date, pursuant to the Oklahoma Act, APC will be merged with and into CMC and upon such Merger, the APC Shares will be automatically converted into the right to receive the number of shares of CEC
Sample 1
Payment and Conversion. The Company covenants and agrees that it will (i) duly and punctually pay or cause to be paid the principal of, premium (if any) and interest on the Notes and (ii) honor any election for conversion pursuant to a Conversion Notice (as defined in the Notes), at the respective times and in the manner provided for in the Notes.
Sample 1
Payment and Conversion 
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Related to Payment and Conversion

  • Continuation and Conversion Elections By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans) that all, or any portion (a) in a minimum amount of $1,000,000 or any larger integral multiple of $500,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, continued as LIBO Rate Loans or (b) in a minimum amount of $500,000 or any larger integral multiple of $100,000, be, in the case of LIBO Rate Loans, converted into Base Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of the relevant Lenders, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing.

  • Continuation and Conversion of Loans Subject to the terms and conditions of this Agreement, the Borrower may borrow the Loans as Base Rate Loans or Eurodollar Loans and, until the applicable Maturity Date, the Borrower may Continue Eurodollar Loans or Convert Loans of one Type into Loans of the other Type.

  • Conversion and Continuation Elections (a) The Company may, upon irrevocable written notice to the Agent in accordance with subsection 2.4(b):

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Conversion and Continuation Options (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

  • Notice of Conversion/Continuation a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form satisfactory to Agent.

  • Conversion and Continuation of Revolving Loans The Borrower shall have the right, subject to the terms and conditions of this Agreement, to (i) Convert all or a portion of the outstanding principal amount of Loans of one Type made to it into a Borrowing or Borrowings of another Type of Loans that can be made to it pursuant to this Agreement and (ii) Continue a Borrowing of Eurodollar Loans at the end of the applicable Interest Period as a new Borrowing of Eurodollar Loans with a new Interest Period; provided, however, that any Conversion of Eurodollar Loans into Base Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans.

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