Reserve and Status of Common Stock Issued Upon Conversion. (a) At all times when any Notes are outstanding, the Company will reserve, out of its authorized, unreserved and not outstanding shares of Common Stock, a number of shares of Common Stock to permit the conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 14.03. To the extent the Company delivers shares of Common Stock held in its treasury in settlement of the conversion of any Notes, each reference in this Indenture or the Notes to the issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis.
(a) Each share of Common Stock, if any, delivered upon conversion of any Note will be a newly issued or treasury share (except that any share of Common Stock delivered by a designated financial institution pursuant to Section 14.12 need not be a newly issued or treasury share) and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such share of Common Stock will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts to cause each share of Common Stock, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
Reserve and Status of Common Stock Issued Upon Conversion. (i) At all times from and after the Issue Date, when any Debentures are outstanding, the Company will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Debentures, giving effect to any adjustment to the Conversion Price in accordance with Section 5 hereof.
(ii) The Conversion Shares shall have been duly authorized and, when issued and delivered to the Holder, the Conversion Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s Organizational Documents or under the Delaware General Corporation Law.
Reserve and Status of Common Stock Issued Upon Conversion. At all times from and after the Issue Date, when any portion of this Note is outstanding, the Company will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of the then-outstanding principal amount of this Note.
Reserve and Status of Common Stock Issued Upon Conversion. The Company shall not elect to satisfy its obligation to settle the Notes by any Settlement Method other than Cash Settlement, unless on the relevant Conversion Date for such exchange:
(A) The Company has authorized for issuance and available out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury that are not committed for any other purpose, free from preemptive rights, a number of shares of Common Stock equal to the number of shares of Common Stock required to settle all conversions occurring on the applicable Conversion Date.
(B) All shares of Common Stock to be issued and delivered upon conversion of Notes have been duly authorized and validly issued and are fully paid and non-assessable, free of restrictions on transfer and free from all taxes, liens and charges with respect to the issue thereof (other than taxes payable by the Holder in respect in respect of any issuance in a different name as specified in Section 5.02(E)).
(C) The Conversion Price is an amount equal to or in excess of the then par value, if any, of the shares of Common Stock to be issued upon conversion of the Notes.
(D) If any shares of Common Stock to be issued or delivered upon conversion of Notes hereunder required registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued or delivered upon conversion, the Company has secured such registration or obtained such approval, as the case may be.
(E) If on the relevant Conversion Date, the Common Stock is listed on any U.S. national securities exchange or automated quotation system, the Common Stock to be issued upon conversion of the Notes is listed on such exchange or automated quotation system.
Reserve and Status of Common Stock Issued Upon Conversion
