Procedures for Conversion. Before any holder of Series C-1 Preferred Stock shall be entitled to convert the same into Series C Common Stock (or, in the case of the Series C-1 Mandatory Conversion, before any holder of Series C-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 Preferred Stock shall be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of the number of share(s) of Series C-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-...
Procedures for Conversion. (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give written notice of such election by delivering to the Borrower an executed and completed notice of conversion (the “Notice of Conversion”), such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees being converted. On each Conversion Date (as hereinafter defined) and in accordance with the Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A.
(b) Pursuant to the terms of the Notice of Conversion the Borrower will issue instructions to the transfer agent (together with such other documents as the transfer agent may request), within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion. If the Registration Statement (as defined in the Registration Rights Agreement) is effective or the Conversion Shares are eligible for sale pursuant to Rule 144, Borrower shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”). Upon delivery to Holder of such certificates through DWAC in accordance with this Section 3.3(b), Holder covenants to Borrower to (i) sell, transfer or dispose of all Conversion Shares pursuant to the Registration Statement in accordance with the plan of distribution described therein or the provisions of Rule 144, as applicable, and (ii) fulfill applicable prospectus delivery requirements imposed by applicable federal securities laws. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been iss...
Procedures for Conversion. (i) In order to convert shares of Series B Junior Convertible Preferred Stock into shares of Common Stock, the holder shall surrender the certificate or certificates therefore, duly endorsed for transfer, at any time during normal business hours, to the Corporation at its principal or at such other office or agency then maintained by it for such purpose (the "Payment Office"), accompanied (or preceded as required by Section 5(a)) by written notice to the Corporation of such holder's election to convert and (if so required by the Corporation or any conversion agent) by an instrument of transfer, in form reasonably satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by his duly authorized attorney, and any cash payment required pursuant to Section 5(d)(iii). As promptly as practicable after the surrender for conversion of any share of the Series B Junior Convertible Preferred Stock in the manner provided in the preceding sentence, and the payment in cash of any amount required by the provisions of Section 5(d)(iii), but in any event within three Trading Days of such surrender for payment, the Corporation will deliver or cause to be delivered at the Payment Office to or upon the written order of the holder of such shares, certificates representing the number of full shares of Common Stock issuable upon such conversion, issued in such name or names as such holder may direct. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares in proper order for conversion, and all rights of
Procedures for Conversion. (a) To convert a Security, a Holder must (i) complete and sign the conversion notice attached to a Security, (ii) surrender a Security to the Company or its Conversion Agent, (iii) furnish required endorsements and transfer documents and (iv) pay any transfer tax or similar tax if required. A Holder may convert a portion of a Security only if the portion is $100 or an integral multiple of $100.
(b) As promptly as practicable after the surrender of a Security for conversion, the Company shall deliver, to or upon the written order of the Holder, certificates representing the number of fully paid and nonassessable shares of Common Stock into which the Security may be converted in accordance with the provisions of the Security and this Indenture. Such conversion shall be deemed to have been made at the close of business on the date that a Security shall have been surrendered for conversion with a written notice of conversion duly executed in satisfactory form for conversion. At such time, the rights of the Holder of a Security as such a Holder shall cease, and, subject to the provisions of subsection (c) below, the person or persons entitled to receive the shares of Common Stock upon conversion of a Security shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time. Any such
Procedures for Conversion. Any holder of XXXXX Units represented in book-entry form (the “Book-Entry Units”) whose XXXXX Units were converted pursuant to Section 3.4 into the right to receive the Consideration shall automatically upon the Effective Time be entitled to receive, and Belpointe PREP shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time the applicable Consideration pursuant to the provisions of this Article III for each XXXXX Unit formerly represented by such Book-Entry Units, and the Book-Entry Units so exchanged shall be forthwith cancelled. Payment of the Consideration with respect to Book-Entry Units shall only be made by notation on the Class A Unit register that the holder of Book-Entry Units now owns the applicable amount of Class A Units. The Exchange Agent shall provide notice of such conversion to the holder in whose name such Book-Entry Units were registered.
Procedures for Conversion. (i) At least ten (10) days prior to a Conversion Date, any Holder electing to convert will give written notice to the Issuer of the election of the Holder to effect a Conversion.
(ii) Subject to the restrictions on transfer contained in subparagraph (v) of this Section, if the shares of Common Stock are to be registered in the name of a person other than the Holder electing to convert, the Holder will furnish to the Issuer at least ten (10) days prior to the Conversion Date, the name, address and social security or taxpayer identification number of such person and otherwise comply with the provisions of subparagraph (iv) hereof.
(iii) On or before the Conversion Date, the Holders will (A) complete and sign the conversion notices in the form attached to this Agreement as Exhibit C; (B) surrender the Debentures to the Issuer at the office of the Issuer described in Article 8 hereof, or to a stock registrar or conversion agent appointed by the Issuer; (C) furnish appropriate endorsements or transfer documents as required by the Issuer or any stock registrar or conversion agent appointed by the Issuer; and (D) furnish such other information as the Issuer may reasonably require.
(iv) The Holders shall pay any and all documentary stamp or similar issue or transfer taxes payable to the United States of America or any state of the United States of America, or any political subdivision thereof, in respect of the delivery to the Issuer of the Debentures for Conversion or the issuance or delivery of shares of Common Stock upon Conversion; except, that the Holders shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the Holders of the Debentures upon Conversion, and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Issuer the amount of any such tax or has established, to the satisfaction of the Issuer, that such tax has been paid.
(v) On the Conversion Date or as soon as practical thereafter, the Issuer shall deliver, directly or through any stock registrar or conversion agent appointed by the Issuer, a certificate for the number of full shares of Common Stock issuable upon Conversion and a check for any fractional share. The certificate for such shares shall be legended with such securities law restrictions on transfer as may then be applicable. From and after the Conversion Date, the...
Procedures for Conversion. In order to effectuate a conversion of Shares of 6.625% Convertible Preferred Stock pursuant to Section 6.1, a holder shall (a) submit a written election to the Corporation that such holder elects to convert Shares, the number of Shares elected to be converted and (b) surrender, along with such written election, to the Corporation the certificate or certificates representing the Shares being converted, duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the holder. The conversion of such Shares hereunder shall be deemed effective as of the date of surrender of such 6.625% Convertible Preferred Stock certificate or certificates or delivery of such affidavit of loss. Upon the receipt by the Corporation of a written election and the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within twenty-one (21) days thereafter) deliver to the relevant holder (a) a certificate in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of shares of Common Stock (including any fractional share) to which such holder shall be entitled upon conversion of the applicable Shares as calculated pursuant to Section 6.1 and, if applicable (b) a certificate in such holder’s name for the number of Shares of 6.625% Convertible Preferred Stock (including any fractional share) represented by the certificate or certificates delivered to the Corporation for conversion but otherwise not elected to be converted pursuant to the written election. All shares of capital stock issued hereunder by the Corporation shall be duly and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.
Procedures for Conversion. (a) The holder of any shares of Preferred Stock must, upon conversion of such Preferred Stock in accordance with this Section 4, surrender certificates representing the Preferred Stock to the Company, at its principal office, and specify the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall 5 24 be accompanied by payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock to which the holder of the Preferred Stock so converted shall be entitled. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the date on which certificates representing the Preferred Stock shall have been surrendered to the Company.
(b) In connection with the conversion of any shares of Preferred Stock, no fractions of shares of Common Stock shall be issued, but the Company shall pay cash in respect of such fractional interest in an amount equal to the product of the initial sales price of Preferred Stock and such fractional interest.
(c) The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock of the Company issuable upon the conversion of all outstanding shares of Preferred Stock.
Procedures for Conversion. In order to convert shares of Series A Convertible Preferred Stock pursuant to Section 5.1(a), a holder must (a) deliver to the Corporation (or such other office or agency of the Corporation as it may designate by notice in writing to the registered holder at the address of the holder appearing on the books of the Corporation)
(i) a duly completed and executed copy of a notice of conversion substantially in the form attached hereto as Exhibit A-1 (a “Notice of Conversion”); (ii) the certificate or certificates (if any) of the Series A Convertible Preferred Stock to be converted; and (iii) if required, appropriate endorsements and transfer documents; and (b) if required, pay any stock transfer, documentary, stamp or similar taxes payable by the holder in connection therewith and in respect of any other transfer occurring contemporaneously with such conversion under Section 5.8. The date on which such deliveries shall have taken place, and any conditions specified in the Notice of Conversion pursuant to the immediately following sentence have been satisfied, shall be referred to herein as the “Conversion Date”. A holder delivering a Notice of Conversion hereunder may specify in such Notice of Conversion that its election to effect a conversion pursuant to Section 5.1(a) is contingent upon the occurrence or non-occurrence of an event or consummation of a designated or type of transaction, in which case such conversion shall not occur until such time as the conditions set forth in the Notice of Conversion have been satisfied. 1 Note: Insert 1.5 year anniversary of the Issuance Date.
Procedures for Conversion. A. After approval of the Plan by the Board of Directors of the Bank and the Board of Directors of the Mutual Holding Company, the Plan together with all other requisite material shall be submitted to the OTS for approval. Notice of the adoption of the Plan by the Board of Directors of the Bank and the Board of Directors of the Mutual Holding Company and the submission of the Plan to the OTS for approval will be published in a newspaper having general circulation in each community in which an office of the Bank is located, and copies of the Plan will be made available at each office of the Bank for inspection by depositors. The Mutual Holding Company also will publish a notice of the filing with the OTS of an application to convert in accordance with the provisions of the Plan.
B. Promptly following approval by the OTS, the Plan will be submitted to a vote of (i) Voting Depositors at the Special Meeting of Depositors, and (ii) the Stockholders of the Mid-Tier Holding Company at the Special Meeting of Stockholders. The Mutual Holding Company will mail to all Voting Depositors, at their last known address appearing on the records of the Bank, a proxy statement in either long or summary form describing the Plan, which will be submitted to a vote of Voting Depositors at the Special Meeting of Depositors. The Holding Company also will mail to all Participants either a Prospectus and Order Form for the purchase of Subscription Shares or a letter informing them of their right to receive a Prospectus and Order Form and a postage prepaid card to request such materials, subject to other provisions of this Plan. In addition, all Participants will receive, or be given the opportunity to request by either returning a postage prepaid card which will be distributed with the proxy statement or by letter addressed to the Bank’s Secretary, a copy of the Plan as well as the articles of incorporation or bylaws of the Holding Company. Upon approval of the Plan by at least (i) a majority of the total number of votes entitled to be cast by Voting Depositors, (ii) two-thirds of the outstanding common stock of the Mid-Tier Holding Company, and (iii) a majority vote of Minority Stockholders present in person or by proxy, the Mutual Holding Company, the Holding Company and the Bank will take all other necessary steps pursuant to applicable laws and regulations to consummate the Conversion and Offering. The Conversion must be completed within 24 months of the approval of the Plan by V...
