Right of Conversion. The Holder of any Security or Securities of any series shall have the right, at the Holder's option, at any time during (i) the Regular Conversion Period applicable to such series (except that with respect to any Security or Securities which shall be called for redemption, such right shall terminate at the close of business on the Redemption Date for such Security or Securities, unless the Company shall default in payment due upon redemption thereof), and (ii) any Special Conversion Period applicable to such series and such Holder to convert, subject to the terms and provisions of this Article XI, the principal of any such Security or Securities into fully paid and non-assessable shares of Common Stock of the Company, at the rate of shares of Common Stock for each $1,000 principal amount of Securities to be determined for each series as contemplated by Section 3.1 (the "Conversion Rate") or, in case an adjustment therein has taken place pursuant to the provisions of Section 11.4, then at the rate as so adjusted; provided, however, that no Holder may convert less than all of the principal amount of any Security surrendered for conversion, and, provided further, that no Holder may convert any Security of a series unless all Securities of such series held by such Holder are surrendered for conversion. The conversion right shall be exercised by the surrender of the Security or Securities, the principal of which is so to be converted, to the Company at any time during usual business hours at its principal office in Omaha, Nebraska, accompanied by written notice, substantially in the form set forth in Section 2.4, executed by the Holder of such Security or Securities, that the Holder elects to convert such Security or Securities. All Securities surrendered to the Company for conversion shall be cancelled by it, and no Securities shall be issued in lieu thereof.
Right of Conversion. (i) At any time commencing on the date hereof (the “Initial Conversion Date”), the holder of this Note shall have the right, in whole at any time and in part from time to time, prior to payment of the principal of this Note, to convert all or any part of the principal amount of this Note outstanding from time to time and any accrued but unpaid interest thereon into such number of shares of Series H Preferred Stock, par value $0.00001 per share (the "Series H Preferred Stock") at the conversion price hereinafter defined (the “Conversion Price”); provided, that the right to conversion shall terminate at 5:00 P.M. New York City time on the business day prior to the Maturity Date of this Note.
(ii) In order to exercise the conversion right, the holder of this Note shall surrender this Note at the office of the Company together with written instructions specifying the portion of the principal amount of accrued interest on this Note which the holder elects to convert and the registration and delivery of certificates for shares of Preferred Stock issuable upon such conversion. The shares of Preferred Stock issuable upon conversion of principal and interest on this Note are referred to as the “Conversion Shares.” The number of Conversion Shares to be issued upon any whole or partial conversion of this Note shall be determined by dividing the amount of principal and interest being converted by the Conversion Price in effect on the date of such conversion, which shall be the date this Note is delivered to the Company for conversion. The holder shall thereupon be deemed the holder of the shares of Preferred Stock so issued, and the principal amount of the Note and interest thereon, to the extent so converted, shall be deemed to have been paid in full. If this Note shall have been converted in part, the holder of this Note shall be entitled to a new Note representing the unpaid principal balance of such Note remaining after deducting the principal amount of the Note converted.
Right of Conversion. Class B Common Shares shall be convertible into the same number of Class A Common Shares, on a share-to-share basis, in the following manner:
(1) a holder of Class B Common Shares has the right to call upon the Company to effect a conversion of all or any of his Class B Common Shares which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice);
(2) the holder(s) of all of the then issued and outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice);
(3) a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company) in the Register of Members, other than the following permitted transfers ("Permitted Transfer" and the transferee, a "Permitted Transferee"):
(i) a transfer (i) to the holder of Class B Common Shares, and/or (ii) to their children, heirs and successors of the holder of Class B Common Shares, and/or (iii) to an Affiliate of a holder of the Class B Common Share;
(ii) a transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of the holder of the Class B Common Share;
(iii) a transfer to a partnership, corporation or other entity exclusively owned or controlled by the holder of the Class B Common Share or an Affiliate of the holder of the Class B Common Share;
(iv) transfers to organisations that are exempt from taxation under Section 501(3)(c) of the United States Internal Revenue Code of 1986, as amended (or any successor thereto). For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or l...
Right of Conversion. At the option of the Holder, this Note or any portion of the principal amount hereof which is $1,000,000 or an integral multiple thereof, may be converted at the principal amount hereof, or such portion hereof, into fully paid and nonassessable shares of the Common Stock (calculated as to each conversion to the nearest 1/100 of a share of Common Stock) at the Conversion Price (as hereinafter defined) in effect at the time of conversion, or into such additional or other securities, cash or property and at such other rates as required in accordance with the provisions set forth herein. Such conversion right shall expire at the close of business on August 14, 2011.
Right of Conversion. At any time upon written request within 24 months of the Policy Date, you may elect to transfer all Subaccount Cash Values to the Fixed Account. No transfer charge will be assessed. OPTIONAL MODES OF SETTLEMENT PROVISIONS Proceeds may be paid in a lump sum. Optional modes of settlement are also available. After the Proceeds are applied under such optional modes, any amounts payable are paid from our General Account and will not be affected by the investment experience of any separate investment account. One or a combination of settlement options may be chosen. A settlement option may be chosen only if the total amount placed under the option is at least $2,000.00 and each payment is at least $20.00. A settlement option election may be changed at any time by proper written request to our Home Office. Once recorded, it will become effective on the date it was requested. We may require proof of the age and sex of any person to be paid under a settlement option. While this Policy is in force, you may choose or change settlement options at any time. If no settlement option has been chosen prior to the date the Death Proceeds become payable, the Beneficiary may choose one. A change of Beneficiary automatically revokes any option in effect. When Proceeds become payable under any option, a Settlement Contract is issued in exchange for this Policy. The new contract's effective date is the date Death Proceeds become payable or the date this Policy is surrendered. Settlement option payments are not assignable. To the extent allowed by law, settlement option payments are not subject to the claims of creditors or to legal process. Under Options 2, 3, 4, and 5, payments will be made at the beginning of each 12, 6, 3, or 1 month interval beginning on the effective date of the Settlement Contract. Under Option 1 and 6, payments will be made at the end of every 12, 6, 3, or 1 month interval from the effective date of the Settlement Contract. Under Options 1, 2, and 4, withdrawal of any outstanding balance may be made by written request to our Home Office. No amount left with us under Options 3, 5, or 6 may be withdrawn. Options 1, 2, 4, and the guaranteed period of Option 3, provide for payment of interest at a guaranteed minimum interest rate of 21/2% per year, compounded annually. Any interest to be paid in excess of this rate will be determined once a year.
Right of Conversion. At the option of the Holder, this Note or any portion of the principal amount hereof which is $1,000,000 or an integral multiple thereof, may be converted at the principal amount hereof, or such portion hereof, into fully paid and nonassessable shares of the Common Stock (calculated as to each conversion to the nearest 1/100 of a share of Common Stock) at the Conversion Price (as hereinafter defined) in effect at the time of conversion, or into such additional or other securities, cash or property and at such other rates as required in accordance with the provisions set forth herein. Such conversion right shall expire at the close of business on August 14, 2011. If this Note is redeemed in accordance with its terms, then such conversion right shall expire at the close of business on the Redemption Date unless GAMCO fails to take any of the Required Actions on or prior to the Redemption Date.
Right of Conversion. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series A Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the $100.00 by the Conversion Price. The "Conversion Price" for the Series A Preferred Stock shall initially be $3.00 which shall be subject to adjustment as set forth in Paragraph I(5)(c) hereof.
Right of Conversion. Subject to and in ------------------- compliance with the provisions of this Section 2, the Holder shall have the right, at the Holder's option, at any time, and before the date on which the entire principal amount hereof, all accrued and unpaid interest hereon, and all other amounts payable to the Holder hereunder or under the Purchase Agreement have been paid in full (the "Expiration Date"), to convert the principal amount of this Convertible Debenture, or any portion thereof, into the number of fully paid and nonassessable shares of Common Stock, no par value, of the Company determined by dividing the principal amount so converted by the purchase price per share of $4.00, as adjusted from time to time as hereinafter provided (the "Conversion Price").
Right of Conversion. (1) Fremantle hereby subscribes for the convertible instrument more particularly described in the Term Sheet (the “Securities”) which shall be evidenced by a certificate in substantially the same form as set out in Schedule B hereto (the “Convertible Instrument”) and:
(a) hereby certifies that Fremantle is not resident in British Columbia; and
(b) acknowledges, represents and warrants to PAE that:
(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;
(ii) there is no government or other insurance covering the Securities;
(iii) there are risks associated with the acquisition of the Securities;
(iv) there are restrictions on Fremantle’s ability to resell the Securities and it is the responsibility of Fremantle to find out what those restrictions are and to comply with them before selling the Securities;
(v) PAE has advised Fremantle that PAE is relying on an exemption from the requirements to provide Fremantle with a prospectus and to sell the Securities through a person registered to sell securities under the Securities Act (British Columbia) (the “Act”) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Act, including statutory rights of rescission or damages, will not be available to Fremantle;
(vi) it is knowledgeable of, or has been independently advised as to, the Foreign Jurisdiction’s Securities Laws (defined below);
(vii) it is acquiring the Securities pursuant to exemptions from any prospectus, registration or similar requirements under the Foreign Jurisdiction’s Securities Laws, or, if such is not applicable, Fremantle is permitted to acquire the Securities under the Foreign Jurisdiction’s Securities Laws without the need to rely on exemptions;
(viii) the distribution of the Securities to Fremantle by PAE complies with all the Foreign Jurisdiction’s Securities Laws;
Right of Conversion. 37 Section 11.2. Issuance of Common Stock; Time of Conversion................ 37 Section 11.3. Adjustments in Respect of Interest.......................... 37 Section 11.4. Adjustment of Conversion Rate............................... 38 Section 11.5. No Fractional Shares........................................ 41 Section 11.6. Trustee Not Liable.......................................... 41 ARTICLE XII
