Payment of Cash in Lieu of Common Stock Sample Clauses

Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, Holders surrendering Securities for conversion shall receive for each $1,000 principal amount of Securities surrendered: (A) cash 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 “Remaining 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, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.13(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP of the Company’s Common Stock on such Trading Day (provided that after the consummation of a Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of Common Stock in such Change of Control). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with s...
Sample 1Sample 2Sample 3See All (18)
AutoNDA by SimpleDocs
Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture into shares of Common Stock as set forth in Section 12.1 and delivers an irrevocable conversion notice, together, if the Debentures are in certificated form, with the certificated Debenture, as set forth in Section 12.2, the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion Date, the Company will notify such Holder through the Conversion Agent of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) (such amount of cash, the “Cash Amount”) unless the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as follows: (a) If the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate principal amount of Debentures to be converted, divided by (y) the then applicable Conversion Price; and (2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and (b) if the Company elects to satisfy a fixed amount (but not all) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal amount of Debentures converted: (1) the Cash Amount; and (2) a number of shares of Common Stock equal to the sum, for each Trading Day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction: (A) the numerator of which equals the (x) the product of the Sale Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and (B) the denominator of which equals the product of the Sale Price of Common Stoc...
Sample 1Sample 2See All (17)
Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Note into shares of Common Stock as set forth in Section 9.1 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note as set forth in Section 9.3, the Company may choose to satisfy all or any portion of its conversion obligation with respect to a Note (the “Conversion Obligation”) in cash or a combination of cash and Common Stock. Upon such election, the Company will notify such Holder through the Conversion Agent of the Company’s election to pay cash in lieu of delivery of some or all of the shares of Common Stock and the dollar amount per Note to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Conversion Date unless the Company has previously informed Holders of its election in connection with a redemption of the Notes in accordance with Section 5.1 of this Indenture. Settlement (in cash and/or Common Stock) will occur on the third Business Day following the final day of the five consecutive Trading Day period beginning on the third Trading Day after the Conversion Date. Settlement amounts will be computed as follows: (a) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Applicable Stock Price; and (b) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder (1) cash in an amount equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (y) such cash amount per $1,000 aggregate original principal amount Notes to be converted (“Cash Amount Per Note”) and (2) a number of shares of Common Stock equal to (x) the aggregate original principal amount of Notes to be converted by such Holder divided by 1,000, multiplied by (y) a fraction, the numerator of which is (A) the Applicable Stock Price multiplied by the Conversion Rate, less (B) the Cash Amount Per Note, and the denominator of which is the Applicable Stock Price; provided, however, that the Company will pay cash in lieu of fractional shares of Common St...
Sample 1Sample 2See All (7)
Payment of Cash in Lieu of Common Stock. Notwithstanding anything in Section 8(b) to the contrary, the Committee, in its sole discretion, may elect to cause the Company to pay cash in an amount equal to the Fair Market Value of the vested Stock Units, determined as of the date on which the shares of Common Stock would otherwise have been issued pursuant to Section 8(b) and payable within ten business days after such date.
Sample 1Sample 2See All (4)
Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, Holders surrendering Securities for conversion shall receive for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and, in addition to amounts distributed pursuant to (A), (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the twenty 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. The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) For the purposes of Sections 4.13(a), in the event that any of Conversion Value, Daily Share Amounts or Volume Weighted Average Price cannot be determined 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.
Sample 1
Payment of Cash in Lieu of Common Stock. In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, the Company may elect to pay Holders surrendering Securities for conversion an amount in cash per $1,000 Principal Amount at Maturity of Securities determined as provided in this Section 4.14(a). Following the surrender of Securities by a Holder for a conversion pursuant to Section 4.02, the Company shall notify such Holder no later than two Business Days following the Conversion Date for such conversion whether the Company shall pay the principal amount of the Securities being converted in cash and/or shares of Common Stock. The Company will deliver such cash and/or shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). The amount payable per $1,000 Principal Amount at Maturity of Securities will be the amount equal to (A) cash in an amount equal to the lesser of (1) the Accreted Principal Amount of such Security as of the Conversion Date and (2) the Conversion Value; and (B) if the Conversion Value is greater than the accreted principal amount of such Security as of the Conversion Date, a number of shares of the Company's Common Stock equal to the sum of the Daily Share Amounts, for each of the ten consecutive Trading Days in the Conversion Reference Period, subject to the Company's right to deliver cash in lieu of all or a portion of such shares as set forth in Section 4.14(b).
Sample 1
Payment of Cash in Lieu of Common Stock. The Company may elect to pay cash to the Holders surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 14.03. In such event, on any day prior to the first Trading Day of the applicable Observation Period, the Company shall specify a percentage of the Daily Share Amount that shall be settled in cash (the “Cash Percentage”) and the amount of cash that the Company shall pay in respect of each Trading Day in the applicable Observation Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP of the Common Stock for such Trading Day (provided that after the consummation of a Fundamental Change in which the consideration is comprised entirely of cash, the amount used in this clause (3) shall be the cash price per share received by holders of the Common Stock in such Fundamental Change). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Observation Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. Upon making a determination that a percentage of the Daily Share Amount will be settled in cash, the Company shall promptly disclose such information on its website prior to the first Trading Day of the applicable Observation Period. If the Company does not specify a Cash Percentage by the start of the applicable Observation Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Observation Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of Securities. For the purposes of this Section 14.10, in the event that any of Conversion Value, Daily Share Amounts or Daily VWAP is not calculable for all portions of the Observation Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Share Amounts and Daily VWAP, as applicable.
Sample 1
AutoNDA by SimpleDocs
Payment of Cash in Lieu of Common Stock. In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, the Company may elect to pay Holders surrendering Securities for conversion an amount in cash per $1,000 Principal Amount at Maturity of Securities determined as provided in this Section 4.14.
Sample 1
Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of shares of Common Stock upon notice of conversion of any Securities (for all or any portion of the Securities), the Company may elect to pay Holders surrendering Securities an amount in cash per $1,000 Principal Amount at Maturity of Securities equal to the average Closing Price of Common Stock during the Cash Settlement Averaging Period multiplied by the Conversion Rate.
Sample 1

Related to Payment of Cash in Lieu of Common Stock

  • Cash in Lieu of Fractional Shares If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

  • Cash in Lieu The Trust may, in its sole discretion (except to the extent limited, if at all, by ETF Exemptive Relief), permit or require the substitution of an amount of cash to be included in any Cash Balancing Amount to replace any Deposit Instrument (“cash in lieu”).

  • Cash in Lieu of Fractional Rights The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights (except prior to the Distribution Date in accordance with Section 11.15). In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14.1, the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the current market value of the Rights on such date shall be the fair value of the Rights as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued 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. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Payment of Consideration (a) Subject to surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Entrée Common Shares together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, following the Effective Time the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the Consideration which such holder has the right to receive under this Plan of Arrangement, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled. (b) Until surrendered as contemplated by Section 4.1(a), each certificate that immediately prior to the Effective Time represented an Entrée Common Share shall be deemed after the Effective Time to represent only the right to receive, upon such surrender, the Consideration to which the holder thereof is entitled in lieu of such certificate as contemplated by Section 3.1 and this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Entrée Securities not duly surrendered on or before the sixth anniversary of the Effective Date shall: (i) cease to represent a claim by, or interest of, any former holder of Entrée Securities of any kind or nature against or in Entrée or Spinco (or any successor to any of the foregoing); and (ii) be deemed to have been surrendered to Entrée and shall be cancelled. (c) No holder of an Entrée Security shall be entitled to receive any consideration with respect to such Entrée Securities other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

  • Cash Payment The Employee shall make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

  • Issuance of Shares of Common Stock on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b)

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!