RIGHTS UPON CONVERSION Sample Clauses

RIGHTS UPON CONVERSION. Nothing in this First Supplemental Indenture shall be construed to affect in any way the right that a holder of a Security may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 5.06, to receive Rights upon conversion of a Security.
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RIGHTS UPON CONVERSION. At the Effective Date, for all purposes of the laws of the State of Delaware and the State of California, all of the rights, privileges and powers of the California General Partnership, and all of the Property, real and personal and mixed, and all debts due to such California General Partnership, as well as all other things and causes of action belonging to the California General Partnership, shall be vested in the Delaware Limited Partnership and shall thereafter be the Property of the Delaware Limited Partnership, and the title to any Property vested by deed or otherwise in the California General Partnership shall not revert or be in any way impaired by reason of the DEL. RULPA; but all rights of creditors and all liens upon any Property of the California General Partnership shall be preserved unimpaired, and all debts, liabilities and duties of the California General Partnership shall thenceforth attach to the Delaware Limited Partnership, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
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RIGHTS UPON CONVERSION. Following (a) the conversion of the Loan into Common Shares and (b) the acquisition by any Person, directly or indirectly, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage of the outstanding shares of the Borrower that is greater than the ownership percentage of the outstanding shares in the Borrower beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by the Lender at such time, the Borrower and the Lender shall negotiate in good faith and enter into a shareholders agreement or similar agreement with the Lender (a “Lender Shareholders Agreement”) containing customary minority rights in favor of the Lender. The LSA Notice shall set forth the Borrower’s proposal for the terms of the Lender Shareholders Agreement. If, at such time, no Take-Private Transaction has occurred, such terms shall be limited to customary negative consent rights (limited to the following matters: amendments to charter documents, material acquisitions, material agreements, incurrence of indebtedness, material changes to the nature of the business, related party transactions, and amendments to the Joint Venture documents, in each case, subject to limitations and qualifications to be agreed; provided, however, by way of example and without limitation, that the Company shall not be required to agree to any particular consent right if the Supervisory Board of Directors or the Company’s Management Board of Directors determine that the provision of such consent right would violate their respective fiduciary duties under applicable Law or violate any Nasdaq requirements applicable to the Company) and information rights in favor of the Lender. If, at such time, a Take-Private Transaction has occurred, such rights may include, without limitation, customary minority consent rights (including the rights described in the preceding sentence), preemptive rights, rights of first refusal, rights of co-sale and information rights in favor of the Lender. Nothing in the Lender Shareholders Agreement or this Section 6(g) shall limit the Lender’s rights under Section 6(a) or the Preemptive Rights Agreement or the ROFO Agreement. In the event that following delivery of the LSA Notice a Take-Private Transaction occurs, the Lender may deliver another written notice (a “Subsequent LSA Notice”) to the Borrower of its obligation to negotiate in good faith and enter into a shareholders agreement or similar agreement with the Lender (which m...
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RIGHTS UPON CONVERSION. Nothing in this Supplemental Indenture shall be contrued to affect in any way the right that a Holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of Section 5.06(c) of the Indenture, to receive Rights upon conversion of a Note.
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RIGHTS UPON CONVERSION. 13 SECTION 2.8. PRORATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 2.9. CONVERSION NOT A DISSOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 SECTION 2.10. MANAGEMENT AND FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 SECTION 2.11. THE LP AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
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RIGHTS UPON CONVERSION. All rights of the Parties contained in this Agreement, including the rights of the Parties set forth in Article 7 and Article 8, will survive the Conversion and, among other things, will apply in respect of any securities of the corporate successor to the Trust (“Corporate Successor”) issued to the Purchaser (including for the purpose of this Article 9, its permitted assignee) upon the Conversion. If requested by the Purchaser, the Corporate Successor will enter into a new agreement with the Purchaser following the Conversion to provide for these continuing rights.
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RIGHTS UPON CONVERSION. 12 SECTION 2.8. PRORATIONS.................................................... 13 SECTION 2.9. CONVERSION NOT A DISSOLUTION.................................. 15 SECTION 2.10. MANAGEMENT AND FEES........................................... 16 SECTION 2.11. THE LP AGREEMENT.............................................. 16
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RIGHTS UPON CONVERSION. For the purposes of clarity, upon any conversion of the Company to a corporation as contemplated by Article 8 of the LLC Agreement, the rights and obligations of the parties hereto shall survive such conversion, subject to the termination provisions of this Agreement, with all references herein to Class A Common Units, Class B Common Units, Series A Preferred Units, Series B Preferred Units and Series C Preferred Units being deemed to refer to the class of stock or securities for which such units are converted, exchanged or replaced in the conversion, and with references to any specific number of units being equitably adjusted to reflect the applicable conversion ratio used with respect to the conversion or exchange of such class or series of units in such conversion.
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Related to RIGHTS UPON CONVERSION

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Delivery of Conversion Shares Upon Conversion Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the six (6) month anniversary of the Original Issue Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being issued upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in shares of Common Stock at least ten (10) Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, shares of Common Stock representing the payment of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the ten (10) Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the six (6) month anniversary of the Original Issue Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

  • Settlement Upon Conversion 45 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion. 48 Section 5.05. Adjustments to the Conversion Rate. 49 Section 5.06. Voluntary Adjustments. 60 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change. 60 Section 5.08. Exchange in Lieu of Conversion. 61

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

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