Payments Upon Conversion Sample Clauses
The "Payments Upon Conversion" clause defines the financial obligations that arise when a convertible instrument, such as a convertible note or preferred stock, is converted into equity. Typically, this clause specifies whether any accrued interest, dividends, or other amounts must be paid out in cash or included in the conversion calculation at the time of conversion. For example, it may state that unpaid interest is added to the principal before determining the number of shares to be issued. The core function of this clause is to ensure clarity and fairness in how outstanding monetary amounts are handled during the conversion process, preventing disputes and aligning expectations between the parties involved.
Payments Upon Conversion. (a) Upon any conversion of any Notes, on the third Business Day immediately following the Conversion Date, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to (i) the aggregate principal amount of such Notes to be converted divided by $1,000, multiplied by (ii) the Conversion Rate in effect as of such Conversion Date, together with any cash payment for any fractional share of Common Stock as described in Section 10.03(c).
(b) Notwithstanding anything to the contrary in this Indenture, upon the conversion of any Notes, unless the Holder converts after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, the Holder will also receive a separate cash payment representing accrued and unpaid interest (including Additional Interest and Filing Additional Interest, if any) to, but not including, the Conversion Date. Any such payment will be made on the settlement date applicable to the relevant conversion of the Notes.
(c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which 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 Common Stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price of the Common Stock on the relevant Conversion Date.
(d) Notwithstanding anything to the contrary in this Indenture, no Holder of Notes will be entitled to receive shares of Common Stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting Holder to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of more than 5.0% of the Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting Holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of...
Payments Upon Conversion. (a) Upon any conversion of any Security, the Company shall deliver to converting Holders, in respect of each $1,000 Principal Amount of Securities being converted, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 20 Trading Days during the Observation Period for such Security.
Payments Upon Conversion. (a) Upon any conversion of any Security, the Company shall deliver to converting Holders, in respect of each $1,000 Principal Amount of Securities being converted, either solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”).
(i) All conversions after May 15, 2037 will be settled using the same Settlement Method. If the Company has not delivered a notice of its election of a Settlement Method (the “Settlement Notice”) prior to May 15, 2037, the Settlement Method for conversions after May 15, 2037 shall be Net Share Settlement.
(ii) Prior to May 15, 2037, the Company will use the same Settlement Method for all conversions occurring on any given Trading Day. Except for any conversions that occur either (1) during the period between a notice of redemption and the related Redemption Date, or (2) on or after May 15, 2037, the Company need not use the same Settlement Method with respect to conversions that occur on different Trading Days.
(iii) If the Company elects to deliver a Settlement Notice, the Company, through the Trustee, shall deliver to the Settlement Notice to Holders that are converting no later than the second Trading Day immediately following the related Conversion Date.
(b) The Settlement Amount shall be computed as follows:
(i) If the Company elects to satisfy its conversion obligation solely in Common Stock, the Company will deliver a number of shares of Common Stock equal to (1) the aggregate Principal Amount of Securities to be converted divided by $1,000, multiplied by (2) the applicable Conversion Rate;
(ii) If the Company elects to satisfy its conversion obligation solely in cash, the Company shall deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 30 Trading Days during the related Observation Period; and
(iii) If the Company elects to satisfy its conversion obligation through delivery of a combination of cash and shares of Common Stock, the Company shall deliver in respect of each $1,000 Principal Amount of Securities being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 Trading Days during the Observation Period for such Security. The “Daily Settlement Amount” for each of the 30 Trading Days during the Observation Period shall consist of:
Payments Upon Conversion. (a) Upon any conversion of any Security, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Securities being converted, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 60 Trading Days during the applicable Observation Period for such Security.
Payments Upon Conversion. (a) Upon any conversion of any Note, on the third Business Day immediately following the last Trading Day of the relevant Observation Period, the Company shall pay or deliver, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 25 Trading Days during the applicable Observation Period for such Note.
Payments Upon Conversion. 47 Section 6.04 Adjustment of Conversion Rate........................... 48 Section 6.05
Payments Upon Conversion. (a) Subject to clauses (c) and (d) and below, upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest, including Additional Interest, if any, unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates.
(b) If Securities are converted after 5:00 p.m., New York City time, on a regular Record Date for the payment of interest, Holders of such Securities at 5:00 p.m., New York City time, on such Record Date will receive the interest and Additional Interest, if any, payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from 5:00 p.m., New York City time, on any Record Date to 9:00 a.m., New York City time, on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on the Securities so converted; provided that no such payment need be made (i) for conversions following the Record Date immediately preceding the Stated Maturity; (ii) if the Company has specified a Repurchase Date that is after a Record Date and on or prior to the third Trading Day after the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.
(c) If a Holder converts some or all of its Securities into Common Stock when there exists a Registration Default under the Registration Rights Agreement with respect to the Common Stock, Additional Interest will cease to accrue on such Securities. Such Holder will receive, no later than the third Business Day following the Conversion Date, all accrued and unpaid Additional Interest to the Conversion Date.
(d) The Company shall not issue fractional shares of Common Stock upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Principal Amount of the Securities (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 Securities, the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on the closing price of the Common Stock on the Trading Day pri...