Common use of Settlement Method Clause in Contracts

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 2 contracts

Samples: Indenture (Limelight Networks, Inc.), Indenture (Limelight Networks, Inc.)

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Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the Free Convertibility Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders(and, if it chooses Combination Settlement, the Trustee Specified Dollar Amount) to Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1, 2025Free Convertibility Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the Free Convertibility Date, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025the Free Convertibility Date; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 2 contracts

Samples: Indenture (American Eagle Outfitters Inc), Indenture (Dick's Sporting Goods, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the ninety-fifth (95th) Scheduled Trading Day immediately before May 1, 2025the Maturity Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 2 contracts

Samples: Indenture (Guess Inc), Indenture (Guess Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1December 15, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1December 15, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1December 15, 20252024, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.03(E), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1December 15, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1December 15, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(iv)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Corium International, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May November 1, 2025 2029 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May November 1, 20252029; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May November 1, 20252029, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section Sections 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May November 1, 20252029, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May November 1, 20252029; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.09(A)(iv)(2) and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option. Notwithstanding the foregoing, and regardless of the applicable Conversion Date, the Company may (to the extent not otherwise limited by the terms of this Indenture) specify a separate Settlement Method solely in respect of the Notes held by the Initial Purchasers by separate notice of the same to the Initial Purchasers.

Appears in 1 contract

Samples: Indenture (2U, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May February 1, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May February 1, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May February 1, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May February 1, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May February 1, 20252026; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(D), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (CNX Resources Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement Method). ) The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1August 15, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1August 15, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1August 15, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Boxed, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either either: (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1January 15, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1January 15, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1January 15, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then then: (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (Gand, in the case of a Redemption of less than all of the outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1January 15, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1January 15, 20252026; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion AgentAgent sent to them on the same day that the notice is sent to the Holders), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8Section 8.01(G). However, The Trustee will have no responsibility to determine the Company may nonetheless choose Settlement Method applicable to execute such an amendment at its optionany conversion of any Note.

Appears in 1 contract

Samples: Indenture (PetIQ, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: : (i1) subject to clause (iii3) below, all conversions of Notes with a Conversion Date that occurs on or after May 1January 15, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1January 15, 2025; 2026; (ii2) subject to clause (iii3) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1January 15, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; ; (iii3) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1January 15, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i1) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1January 15, 2025; 2026; (iv4) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i1) or (iii3) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Progress Software Corp /Ma)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May January 1, 2025 2027 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May January 1, 20252027; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May January 1, 20252027, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.03(G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May January 1, 20252027, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May January 1, 20252027; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Indenture, including, without limitation, Section 4.03(E) and Section 5.03(A)). Concurrently with providing such notice. If the Company changes the Default Settlement Method or elects notice to all Holders of an election to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company willwill promptly issue a report on Form 6-K or press release announcing that the Company has elected to irrevocably fix the Settlement Method. Such notice, after if sent, must set forth the date of such change or election, as applicable Settlement Method and expressly state that the case may be, inform Holders converting their Notes, the Trustee election is irrevocable and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any applicable to all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Farfetch LTD)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May September 1, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May September 1, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May September 1, 20252024, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May September 1, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May September 1, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Pegasystems Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement Method). ) The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1[ l ], 2025 202[ l ] will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1[ l ], 2025202[ l ]; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1[ l ], 2025202[ l ], then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Seven Oaks Acquisition Corp.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of Common Stockcash and Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 2025 2030 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Scheduled Trading Day immediately before May 1February 15, 20252030; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1February 15, 20252030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.03(H), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1February 15, 20252030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 20252030; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(E), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion AgentAgent (if other than the Trustee)), elect to (1) irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Methods (including eliminating Combination Settlement with an ability to continue to set the a particular Specified Dollar Amount per $1,000 principal amount or range of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any Amounts) with respect to all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Datedate such notice is sent to Holders, provided, in the related Redemption Notice)each case, or, if that (v) in no event will the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific elect (whether directly or by eliminating all other Settlement Methods) Combination Settlement with a specified dollar amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be that is less than $1,000 per $1,000 principal amount of Notes. Notwithstanding ; (w) the foregoing Settlement Method so elected pursuant to clause (1) above, or anything the Settlement Method(s) remaining after any elimination pursuant to the contrary in this Indentureclause (2) above, no such change in the Default as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (x) no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method to any Settlement Method they are then permitted to elect (by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent) or irrevocably fixes the Settlement Method(s) pursuant to the immediately preceding paragraph, then the Company will either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

Appears in 1 contract

Samples: Indenture (SMART Global Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1August 15, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Scheduled Trading Day immediately before May 1August 15, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1August 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.03(H), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1August 15, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1August 15, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(E), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion AgentAgent (if other than the Trustee)), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (SMART Global Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with solely cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Cash Settlement”); or (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash (in no event with a Specified Dollar Amount less than $1,000 per $1,000 principal amount of Notes) and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(35.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May December 1, 2025 2028 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close Open of Business on the Scheduled Trading Day immediately before May December 1, 20252028; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May December 1, 20252028, then the Company will send written notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May December 1, 20252028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May December 1, 20252028; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default), and in no event will the Specified Dollar Amount applicable to any conversion of any Note be less than $1,000 per $1,000 principal amount of Notes.; and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). However, in all cases, no such notice. If irrevocable election will affect any Settlement Method thereto elected (or deemed elected) with any Note pursuant to this Indenture and in no event may the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to elect Combination Settlement with an ability to continue to set the a Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later that is less than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding Such notice, if sent, must set forth the foregoing or anything to the contrary in this Indenture, no such change in the Default applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or irrevocable election will affect any Settlement Method theretofore elected (or deemed after the date such notice is sent to be elected) with respect to any Note pursuant to this Section 5.03(A)Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to the provisions described above, then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, on its website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

Appears in 1 contract

Samples: Indenture (Haemonetics Corp)

Settlement Method. Upon the conversion of any Note, the Company will may choose to settle such conversion by paying or delivering, as applicable and as provided in this Article 54, either (x) shares solely cash as provided in Section 4.03(b)(i)(A) (a “Cash Settlement”); or (y) a combination of cash and Common StockShares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(34.03(b)(i)(B) (a “Combination Settlement”). . (i) The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (iA) subject to clause (iiiC) below, all conversions of Notes with a Conversion Date that occurs on or after May 1March 15, 2025 2028 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1March 15, 20252028; (iiB) subject to clause (iiiC) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1March 15, 20252028, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iiiC) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G3.10(g), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1March 15, 20252028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (iA) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1March 15, 20252028; (ivD) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (iA) or (iiiC) above); (vE) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);; and (viF) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Herbalife Nutrition Ltd.)

Settlement Method. Upon Subject to Section 4.08, and subject to the Aggregate Share Cap, the Ownership Limitation and Section 4.15(b), upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 54, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(14.02(b)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(34.02(b)(3) (a “Combination Settlement”). The Company will shall have the right in its sole discretion to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iiix) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1, 2025 the 47th Scheduled Trading Day immediately preceding the Maturity Date will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to the Holders, through the Trustee, in the Company’s name and at the Company’s expense, no later than the Close of Business on the Business Day immediately preceding such date and (y) all conversions for which the Conversion Date occurs during the Redemption Conversion Period will be settled using the same Settlement Method and the Company shall send written notice of such Settlement Method to Holders, through the Trustee Trustee, in the Company’s name and at the Conversion Agent no later than Company’s expense, concurrently with delivery of the Close of Business on the Scheduled Trading Day immediately before May 1, 2025Redemption Notice; (ii) subject the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to clause use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in Section 4.02(a)(1)(i) above); (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1the 47th Scheduled Trading Day immediately preceding the Maturity Date and not during a Redemption Conversion Period, 2025, then the Company will shall send written notice of such Settlement Method to the Holder of such NoteNote through the Trustee, in the Trustee Company’s name and Conversion Agent at the Company’s expense, which, if the Company elects Combination Settlement, will include the Specified Dollar Amount (the “Specified Dollar Amount Election Notice”), no later than the Close of Business on the first Business Day immediately after following the Conversion Date for such Conversion Date; converted Note (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) aboveDeadline”); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Iconix Brand Group, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1September 30, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1, 2025Cash Settlement; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1September 30, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);; FullDPWPathandDateText US-DOCS\113092644.12 (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, the Trustee and the Conversion Agent of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Farfetch LTD)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Class A Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Class A Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 2025 2028 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders(and, if it chooses Combination Settlement, the Trustee Specified Dollar Amount) to Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1February 15, 20252028; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1February 15, 20252028, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemptionredemption pursuant to Section 4.02 or Section 4.03, then (1) the Company will specify, in the related Redemption Notice or Fundamental Change Notice, as applicable (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date or date of Fundamental Change Notice, as applicable, and on or before the Close of Business on the Business Day immediately before the related Redemption Date or Fundamental Change Redemption Date, as applicable; and (2) if such Redemption Date or Fundamental Change Redemption Date, as applicable, occurs on or after May 1February 15, 20252028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 20252028; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause clauses (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Conversion Agent) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a Default or Event of Default); and and (vii) the vii)the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 4.03(D) and Section 5.09(A)(iv)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to (1) irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default notice is sent to Holders or (2) irrevocably eliminate any one or more (but not all) Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Methods (including eliminating Combination Settlement with an ability to continue to set the a particular Specified Dollar Amount per $1,000 principal amount or range of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any Amounts) with respect to all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Datedate such notice is sent to Holders, provided, in each case, that (w) the related Redemption NoticeSettlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), oras applicable, if that the Company does not timely inform is then permitted to elect (for the Holdersavoidance of doubt, including pursuant to, and subject to, the Trustee and the Conversion Agent other provisions of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, Section 5.03(A)); (x) no such change in the irrevocable election or Default Settlement Method or irrevocable election change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A); upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method pursuant to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the SEC.

Appears in 1 contract

Samples: Indenture (Better Home & Finance Holding Co)

Settlement Method. Upon the conversion exchange of any Note, the Company will settle such conversion exchange by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). If Cash Settlement or Combination Settlement applies to an exchange, then the consideration due will be determined over an Observation Period consisting of forty (40) VWAP Trading Days. The Company will have the right to elect the Settlement Method applicable to any conversion exchange of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions exchanges of Notes with a Conversion an Exchange Date that occurs on or after May February 1, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) no later than the Close Open of Business on the Scheduled Trading Day immediately before May February 1, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion exchange of any Note whose Conversion Exchange Date occurs before May February 1, 20252026, then the Company will send written notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion the Exchange Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Exchange Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions exchanges of Notes with the same Conversion Exchange Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions exchanges of Notes with different Conversion Exchange Dates, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion exchange of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion exchange of a Note but does not timely notify the Holder of such Note exchanging Holder, the Trustee and the Exchange Agent (if other than the Trustee) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion exchange will be deemed to be $1,000 per $1,000 principal amount of Notes Note (and, for the avoidance of doubt, the failure to timely send such notification specify the applicable Specified Dollar Amount will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending written notice of such exercise to the Holders, the Trustee and the Exchange Agent (if other than the Trustee), irrevocably fix the Settlement Method that will apply to all exchanges of Notes with an Exchange Date that occurs on or after the date such written notice is sent to Holders, the Trustee and the Conversion AgentExchange Agent (if other than the Trustee), elect to irrevocably fix the provided that such Settlement Method to any must be a Settlement Method that the Company is then permitted to elect in accordance with this Indenture(for the avoidance of doubt, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount pursuant to, and subject to, the other provisions of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount this Section 5.03(A)). Such written notice, if sent, must set forth in such the applicable Settlement Method and expressly state that the election notice, that will apply is irrevocable and applicable to all conversions exchanges of Notes with a Conversion an Exchange Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A)is sent. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Sabre Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the Free Convertibility Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1, 2025Free Convertibility Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the Free Convertibility Date, then the Company will send written notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, that applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025the Free Convertibility Date; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a NoteNote as provided in (ii) and (iii) above, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, the Trustee or the Conversion Agent (if other than the Trustee) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending written notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects written notice is sent to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of (if other than the Specified Dollar AmountTrustee). Such written notice, such Specified Dollar Amount will be the specific amount if sent, must set forth in the change or election notice or, if no specific amount was set forth in applicable Settlement Method and expressly state that the election notice, is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A)notice is sent. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Bloomin' Brands, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 5‎Article X, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1‎Section 10.03(a)(ii)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3‎Section 10.03(a)(ii)(3) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i1) subject to clause (iiix) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1April 15, 2025 2022 will be settled using the same Settlement Method, and the Company will shall send written notice of such Settlement Method to Holders, through the Trustee and the Conversion Agent Trustee, no later than the Close of Business on the Scheduled Trading Business Day immediately before May 1preceding April 15, 20252022 and (y) all conversions for which the Conversion Date occurs during the Redemption Conversion Period will be settled using a single Settlement Method and the Company shall sent written notice of such Settlement Method to Holders, through the Trustee concurrently with delivery of the Redemption Notice; (ii2) subject the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iiia)(i)(1) below, above); (3) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1April 15, 20252022 and not during a Redemption Conversion Period, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee and Conversion Agent Trustee, no later no later than the Close of Business on the Business second Scheduled Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v4) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Combination Settlement Method (and, for the avoidance with a Specified Dollar Amount per $1,000 principal amount of doubt, the failure such Note equal to timely make such election will not constitute a Default or Event of Default)$1,000; (vi5) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default)Note; and (vii6) the Settlement Method will shall be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date clause (or in the case of any conversions of Notes called (or deemed calledII) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount first sentence of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A‎Section 10.08(a). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (GAIN Capital Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will may choose to settle such conversion by paying or delivering, as applicable and as provided in this Article 54, either (x) shares of Common StockShares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(14.03(b)(ii) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(24.03(b)(i)(B) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common StockShares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(34.03(b)(ii) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1December 15, 2025 2023 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1December 15, 20252023; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1December 15, 20252023, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G3.10(g), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1December 15, 20252023, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1December 15, 20252023; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);; and (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Herbalife Ltd.)

Settlement Method. Upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 5XII, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 5.03(B)(i)(112.02(b) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(312.02(b) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1July 15, 2025 2023 will be settled using the same Settlement Method, and the Company will shall send written notice of such Settlement Method to HoldersMethod, the Trustee and through the Conversion Agent Agent, to Holders no later than the Close of Business on the Scheduled Trading Day immediately before May 1July 15, 20252023; (ii) subject the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above); (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1July 15, 20252023, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee and Conversion Agent Agent, no later no later than the Close of Business on the Business Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Combination Settlement Method (and, for the avoidance with a Specified Dollar Amount per $1,000 principal amount of doubt, the failure such Note equal to timely make such election will not constitute a Default or Event of Default)$1,000; (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default)Note; and (viivi) notwithstanding anything to the contrary in clauses (i) through (v), inclusive, of Section 12.02(a), if the Company calls any Notes for Redemption, then (x) the Company will specify in the related Redemption notice the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee Redemption notice and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in ; and (y) if the related Redemption Notice)Date is on or after July 15, or2023, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, then such Specified Dollar Amount will Settlement Method must be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default same Settlement Method that applies to all conversions with a Conversion Date that occurs on or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubtafter July 15, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option2023.

Appears in 1 contract

Samples: Third Supplemental Indenture (Apollo Commercial Real Estate Finance, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the Free Convertibility Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders(and, if it chooses Combination Settlement, the Trustee Specified Dollar Amount) to Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1, 2025Free Convertibility Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the Free Convertibility Date, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025the Free Convertibility Date; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Conversion Agent) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to (1) irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default notice is sent to Holders or (2) irrevocably eliminate any one or more (but not all) Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Methods (including eliminating Combination Settlement with an ability to continue to set the a particular Specified Dollar Amount per $1,000 principal amount or range of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any Amounts) with respect to all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Datedate such notice is sent to Holders, provided, in each case, that (w) the related Redemption NoticeSettlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), oras applicable, if that the Company does not timely inform is then permitted to elect (for the Holdersavoidance of doubt, including pursuant to, and subject to, the Trustee and the Conversion Agent other provisions of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, Section 5.03(A)); (x) no such change in the irrevocable election or Default Settlement Method or irrevocable election change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A); upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method pursuant to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the SEC.

Appears in 1 contract

Samples: Indenture (SoFi Technologies, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 5X, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(110.03(a)(ii)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(310.03(a)(ii)(3) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i1) subject to clause (iii) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1October 15, 2025 will be settled using the same Settlement Method, and the Company will shall, so long as the Conversion Date does not occur during the Redemption Period, send written notice of such Settlement Method to Holders, through the Trustee and the Conversion Agent Trustee, no later than the Close of Business on the Scheduled Trading Day immediately before May 1preceding October 15, 2025; (ii2) subject all conversions of Notes whose Conversion Date occurs during the Redemption Period will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to clause Holders, through the Trustee, concurrently with delivery of the relevant Redemption Notice; (iii3) belowthe Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in Section 10.03(a)(i)(1) and Section 10.03(a)(i)(2) above); (4) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1October 15, 2025, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee and Conversion Agent Trustee, no later no later than the Close of Business on the Business Scheduled Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v5) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Combination Settlement Method (and, for the avoidance with a Specified Dollar Amount per $1,000 principal amount of doubt, the failure such Note equal to timely make such election will not constitute a Default or Event of Default)$1,000; (vi6) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default)Note; and (vii7) the Settlement Method will shall be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aclause (II) of Section 10.08(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.;

Appears in 1 contract

Samples: Indenture (Par Technology Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May December 1, 2024 and on or before the second Scheduled Trading Day immediately before June 1, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May December 1, 20252024. In addition, all conversions with a Conversion Date that occurs on or after December 1, 2047 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders no later than the close of business on the Scheduled Trading Day immediately before December 1, 2047; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025outside of the periods set forth in clause (i) above, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F4.04(F) and (Gand, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes that are not called for Redemption), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May during the period from, and including, December 1, 2024 to, and including the second Scheduled Trading Day Immediately before June 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs during such period; and (3) if such Redemption Date occurs on or after May December 1, 2025;2047, then such Settlement Method must be the same Settlement Method that applies to all conversions with a Conversion Date that occurs on or after December 1, 2047. (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (NRG Energy, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the ninety-fifth (95th) Scheduled Trading Day immediately before May 1, 2025the Maturity Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) notwithstanding anything to the contrary in clause (i) or (ii) above, if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);; Table of Contents (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Omeros Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May June 1, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May June 1, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May June 1, 20252024, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May June 1, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May June 1, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be as follows: (i) if the relevant Conversion Date is before the first date the stockholder approval set forth in clause (A) of the definition of Requisite Stockholder Approval is obtained, the Capped Combination Settlement Specified Dollar Amount; and (ii) in all other cases, $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and; (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition; and (viii) notwithstanding anything to the contrary in this Indenture or the Notes, (x) Cash Settlement will apply to any conversion of a Note whose Conversion Date occurs before the first date the stockholder approval set forth in clause (B) of the definition of Requisite Stockholder Approval is obtained; and (y) the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then will not be permitted to elect in accordance with this Indenture, including Physical Settlement or Combination Settlement (other than Capped Combination Settlement) with respect to any conversion of a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Note whose Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on first date the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount stockholder approval set forth in clause (B) of the change or election notice or, if no specific amount was definition of Requisite Stockholder Approval is obtained but before the first date the stockholder approval set forth in clause (A) of the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount definition of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its optionRequisite Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bristow Group Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (zy) a combination of cash and shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May August 1, 2025 2028 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Scheduled Trading Day immediately before May August 1, 20252028; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May August 1, 20252028, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.03(H), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May August 1, 20252028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May August 1, 20252028; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(E), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion AgentAgent (if other than the Trustee)), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (SMART Global Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May February 1, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May February 1, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May February 1, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May February 1, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May February 1, 20252026; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Callaway Golf Co)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 2025 2036 will be settled using the same Settlement Method, and the Company will send provide written notice of such Settlement Method to Holders, Holders and the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1February 15, 20252036; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1February 15, 20252036, then the Company will send provide written notice of such Settlement Method to the Holder of such Note, Note and the Trustee and no later than the Close of Business on the second (2nd) Business Day immediately after such Conversion Agent Date (and, in any event, no later than the Close of Business on the Business Day immediately after such Conversion Datepreceding the first VWAP Trading Day of the related Observation Period); (iii) if any Notes are called for Redemption, then (1) the Company will specify, specify in the related Redemption Notice sent pursuant to Section 4.03(F4.04(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send make such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (K2m Group Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares shares, as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash cash, as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares shares, as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Subject to the immediately following paragraph, the Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May September 1, 2025 2021 will be settled using the same Settlement Method, and (subject to clause (v) below) the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May September 1, 20252021; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May September 1, 20252021, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.04(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant at all times prior to Article 8. Howeverthe occurrence of a Common Stock Change Event where the related Reference Property consists entirely of cash, a Holder of an Affiliate Note (or any other Note held, of record or beneficially, by any of the Initial Holders or any of their Affiliates or Affiliated Entities) that converts such Note will have the right to require Physical Settlement to apply to such conversion by providing notice of the exercise of such right to the Company may nonetheless choose (and the Company will provide a copy of such notice to execute the Conversion Agent) at the time of delivery of its conversion notice for such an amendment at its optionconversion.

Appears in 1 contract

Samples: Indenture (Gastar Exploration Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May November 1, 2025 2023 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May November 1, 20252023; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May November 1, 20252023, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May November 1, 20252023, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May November 1, 20252023; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Inovio Pharmaceuticals, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common StockOrdinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”); provided, however, that upon the conversion of any Initial Note or Affiliate Note, the Company will settle such conversion only by Physical Settlement. The Subject to the restriction in clause (A) above, the Company will have the right to elect the Settlement Method applicable to any conversion of a NoteNote (other than with respect to the conversion of an Initial Note or an Affiliate Note as provided above); provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 115, 2025 2030 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 115, 20252030; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 115, 20252030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.03(G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 115, 20252030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 115, 20252030; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, the Trustee and the Conversion Agent of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the The Company may, by written notice to the Holders, the Trustee and the Conversion AgentAgent (if other than the Trustee), at any time and from time to time, on or before May 15, 2030, change the Default Settlement Method or elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenturerespect to Notes, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all Note conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement MethodMethod applicable to any Notes, in either case, to the Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such Specified Dollar Amount in respect of the relevant conversion or conversions no later than the Close of Business on the Business Day immediately following the related Conversion Date (relevant Settlement Method election deadline for such conversion or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice)as described above, or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the change or election notice, such Specified Dollar Amount will be deemed to be $1,000 per $1,000 principal amount of Notes. If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method as described above, then the Company will concurrently either post the Default Settlement Method or fixed Settlement Method, as applicable, on the Company’s website or disclose the same in a current report on Form 6-K (or any successor form) that is filed with the SEC. Notwithstanding the foregoing or anything to the contrary in this Indentureforegoing, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note Conversion Date pursuant to the provisions described in this Section 5.03(A)5.03. For the avoidance of doubt, such an irrevocable electionchange or election (as the case may be), if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8the provisions described in Section 8.01(G) below. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Farfetch LTD)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1March 30, 2025 will be settled using the same Settlement Method, and the Company will send provide written notice of such Settlement Method to Holders, Holders and the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1preceding March 30, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1March 30, 2025, then the Company will send provide written notice of such Settlement Method to the converting Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Scheduled Trading Day immediately after such Conversion DateDate (and, in any event, no later than the Close of Business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the related Observation Period); (iii) if any Notes are called for Redemption, then (1) the Company will specify, specify in the related Redemption Notice sent pursuant to Section 4.03(F4.04(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before prior to the Close of Business on the Business second Scheduled Trading Day immediately before preceding the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (andbut, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the converting Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send make such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (K2m Group Holdings, Inc.)

Settlement Method. Upon the conversion Conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either such (xi) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”)The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any conversion Conversion of a Note; provided, however, that: : (i1) subject to clause (iii3) below, all conversions Conversions of Notes with a Conversion Date that occurs on or after May 1March 17, 2025 2031 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent Holders no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1March 17, 2025; 2031; (ii2) subject to clause (iii3) below, if the Company elects a Settlement Method with respect to the conversion Conversion of any Note whose Conversion Date occurs before May 1March 17, 20252031, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; ; (iii3) if any Notes are called for Redemption, then (1a) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G4.04(F), the Settlement Method that will apply to all conversions Conversions of Notes called for Redemption with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2b) if such Redemption Date occurs on or after May 1March 17, 20252031, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i1) above, applies to all conversions Conversions of Notes with a Conversion Date that occurs on or after May 1March 17, 2025; 2031; (iv4) the Company will use the same Settlement Method for all conversions Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions Conversions of Notes with different Conversion Dates, except as provided in clause (i1) or (iii3) above); ; (v5) if the Company does not timely elect a Settlement Method with respect to the conversion Conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); ; (vi6) if the Company timely elects Combination Settlement with respect to the conversion Conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); andof (viiii) The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the Settlement Method will be subject right, exercisable at its election by sending notice of such exercise to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice Holders (with a copy to Holders, the Trustee and the Conversion AgentAgent (if other than the Trustee)), elect to (1) irrevocably fix the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Dollar Amount or range of Specified Dollar Amounts; provided that the Company is then otherwise permitted to elect the applicable Settlement Method(s)) with respect to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided, in each case, that (w) the Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect in accordance with this Indenture(for the avoidance of doubt, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount pursuant to, and subject to, the other provisions of Notes of $1,000 this Section 5.03(A)); (x) no such irrevocable election or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Core Scientific, Inc./Tx)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May March 1, 2025 2027 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May March 1, 20252027; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May March 1, 20252027, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May March 1, 20252027, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May March 1, 20252027; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(D), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: First Supplemental Indenture (Gossamer Bio, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 5XII, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 5.03(B)(i)(112.02(b) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(312.02(b) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1December 15, 2025 2018 will be settled using the same Settlement Method, and the Company will shall send written notice of such Settlement Method to HoldersMethod, the Trustee and through the Conversion Agent Agent, to Holders no later than the Close of Business on the Scheduled Trading Day immediately before May 1December 15, 20252018; (ii) subject the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above); (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1December 15, 20252018, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee and Conversion Agent Agent, no later no later than the Close of Business on the Business Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Combination Settlement Method (with a Specified Dollar Amount per $1,000 principal amount of such Note equal to $1,000; and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its optionNote.

Appears in 1 contract

Samples: First Supplemental Indenture (Apollo Commercial Real Estate Finance, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1March 15, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1March 15, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1March 15, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, with a copy to the Trustee and the Conversion Agent Agent, no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1March 15, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1March 15, 20252026; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, with a copy to the Trustee and the Conversion Agent, of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(D), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), to elect to irrevocably fix the Settlement Method or to any Settlement Method that the Company is then permitted to irrevocably elect in accordance with this Indenture, including Combination Settlement with and eliminate a Specified Dollar Amount per $1,000 principal amount or range of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in Amounts. If the Company makes such an irrevocable election, then such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders. In addition, if the Company sends such notice. If irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company changes will, if needed, simultaneously change the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the a Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amountthat is consistent with such irrevocable election. Such notice, if sent, must set forth the Company will, after applicable Settlement Method and expressly state that the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee election is irrevocable and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any applicable to all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indentureforegoing, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, on its website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

Appears in 1 contract

Samples: Indenture (Eventbrite, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with solely cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Cash Settlement”); or (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(35.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 2025 2028 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1February 15, 20252028; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1February 15, 20252028, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1February 15, 20252028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 20252028; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), to elect to irrevocably fix the Settlement Method or to any Settlement Method that the Company is then permitted to irrevocably elect in accordance with this Indenture, including Combination Settlement with and eliminated a Specified Dollar Amount per $1,000 principal amount or range of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in Amounts. If the Company makes such an irrevocable election, then such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders,. In addition, if the Company sends such notice. If irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company changes will, if needed, simultaneously change the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the a Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of that is consistent with such change or irrevocable election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date. However, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indentureall cases, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A)Indenture and in no event may the Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Notes. Such notice, if sent, must set forth the applicable Settlement Method or Specified Dollar Amounts and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, on the Company’s website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

Appears in 1 contract

Samples: Indenture (Halozyme Therapeutics, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1July 15, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1July 15, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1July 15, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1July 15, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1July 15, 20252026; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: First Supplemental Indenture (Cytokinetics Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with solely cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Cash Settlement”); or (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(35.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the Free Convertibility Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders(and, if it chooses Combination Settlement, the Trustee Specified Dollar Amount) to Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1, 2025Free Convertibility Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the Free Convertibility Date, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025the Free Convertibility Date; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Conversion Agent) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to (1) irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default notice is sent to Holders or (2) irrevocably eliminate any one or more (but not all) Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Methods (including eliminating Combination Settlement with an ability to continue to set the a particular Specified Dollar Amount per $1,000 principal amount or range of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any Amounts) with respect to all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Datedate such notice is sent to Holders, provided, in the related Redemption Notice)each case, or, if that (v) in no event will the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such elect (whether directly or by eliminating all other Settlement Methods) Combination Settlement with a Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be that is less than $1,000 per $1,000 principal amount of Notes. Notwithstanding ; (w) the foregoing Settlement Method so elected pursuant to clause (1) above, or anything the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the contrary in Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Indenture, Section 5.03(A)); (x) no such change in the irrevocable election or Default Settlement Method or irrevocable election change will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A); upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method pursuant to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the SEC.

Appears in 1 contract

Samples: Indenture (SoFi Technologies, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May November 1, 2025 2028 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May November 1, 20252028; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May November 1, 20252028, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May November 1, 20252028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May November 1, 20252028; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, ‌ ​ ​ ​ the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method or to any Settlement Method that the Company is then permitted to irrevocably elect in accordance with this Indenture, including Combination Settlement with and eliminate a Specified Dollar Amount per $1,000 principal amount or range of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in Amounts. If the Company makes such an irrevocable election, then such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If In addition, if the Company changes irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company shall, if needed, simultaneously change the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the a Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of that is consistent with such change or irrevocable election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date. However, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indentureall cases, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Vertex, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement Method”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (ivii) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (viii) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viiv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viiv) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (MultiPlan Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May September 1, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May September 1, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May September 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May September 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May September 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);; #92925316v9 (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Bandwidth Inc.)

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Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1August 15, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1August 15, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1August 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any the Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G4.03(G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1August 15, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1August 15, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: First Supplemental Indenture (Collegium Pharmaceutical, Inc)

Settlement Method. Upon the conversion of any Note, subject to Section 5.10, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(25.03(B) (i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1August 14, 2025 2027 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1August 14, 20252027; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1August 14, 20252027, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a), 5.09(A)(2) and 5.10. In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the change or election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Edgio, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1December 2, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1December 2, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1December 2, 20252024, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1December 2, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1December 2, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Envista Holdings Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”), subject to the restrictions set forth in this Section 5.03(A). The Company will have the right right, subject to the restrictions set forth in this Section 5.03(A), to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the one hundred fifth (105th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the one hundred fifth (105th) Scheduled Trading Day immediately before May 1, 2025the Maturity Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the one hundred fifth (105th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). The Company agrees to use its reasonable best efforts to increase the number of authorized shares of Common Stock to an amount that is sufficient to cover Physical Settlement of all outstanding Notes (assuming, for these purposes, that the maximum number of Additional Shares as set forth in Section 5.07(A) is added to the Conversion Rate). Increasing the number of authorized shares of Common Stock will require the approval of the Company’s stockholders to amend the related provision of the Company’s certificate of incorporation. The Company will seek such approval, if not previously obtained, at each of the next three regular annual meetings of the Company’s stockholders and the Company will endorse such approval in the related proxy materials. The first date on which the Company increases the number of authorized shares of Common Stock as described in this Section 5.03(A) will be the “Authorized Share Effective Date.” The Company will notify Holders of the Authorized Share Effective Date no later than the Business Day after such date occurs. In addition, until the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amountAuthorized Share Effective Date, the Company willwill be deemed to elect Cash Settlement, and the Company will be prohibited from electing Physical Settlement or Combination Settlement to settle Note conversions. From and after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Authorized Share Effective Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. Howeverdate occurs, the Company may nonetheless choose will have the right to execute such an amendment at its optionelect to settle conversions by Physical Settlement, Combination Settlement or Cash settlement, subject to the provisions described in Section 5.03(B).

Appears in 1 contract

Samples: Indenture (Air Transport Services Group, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 5XII, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 5.03(B)(i)(112.02(b) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 5.03(B)(i)(312.02(b) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1, 2025 the 162nd Scheduled Trading Day immediately preceding the scheduled Maturity Date will be settled using the same Settlement Method, and the Company will shall send written notice of such Settlement Method Method, to the Holders, the Trustee Conversion Agent and the Conversion Agent Trustee no later than the Close of Business on the 165th Scheduled Trading Day immediately before May 1, 2025preceding the scheduled Maturity Date; (ii) subject the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above); (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1December 15, 20252018, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent and the Trustee no later no later than the Close of Business on the Business Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Combination Settlement Method (with a Specified Dollar Amount per $1,000 principal amount of such Note equal to $1,000; and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, the Conversion Agent, and the Trustee of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its optionNote.

Appears in 1 contract

Samples: First Supplemental Indenture (Renewable Energy Group, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1January 15, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1January 15, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1January 15, 20252024, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the second (2nd) Business Day immediately after such Conversion Date (or, if the T+2 Effective Date has occurred by such Conversion Date, no later than the Close of Business on the Business Day immediately after such Conversion Date); (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1January 15, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1January 15, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Neurocrine Biosciences Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May October 1, 2025 2027 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May October 1, 20252027; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May October 1, 20252027, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May October 1, 20252027, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May October 1, 20252027; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method or to any Settlement Method that the Company is then permitted to irrevocably elect in accordance with this Indenture, including Combination Settlement with and eliminate a Specified Dollar Amount per $1,000 principal amount or range of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in Amounts. If the Company makes such an irrevocable election, then such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If In addition, if the Company changes irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company shall, if needed, simultaneously change the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the a Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of that is consistent with such change or irrevocable election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date. However, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indentureall cases, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Bandwidth Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares shares, as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares shares, as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1November 15, 2025 2022 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1November 15, 20252022; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1November 15, 20252022, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1November 15, 20252022, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1November 15, 20252022; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Oil States International, Inc)

Settlement Method. Upon the conversion Conversion of any Note, the Company will settle such conversion Conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). (i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any conversion Conversion of a Note; provided, however, that: (i1) subject to clause (iii) below, all conversions Conversions of Notes with a Conversion Date that occurs on or after May 1January 2, 2025 2029 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1January 2, 20252029; (ii2) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion Conversion of any Note whose Conversion Date occurs before May 1January 2, 20252029, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv3) the Company will use the same Settlement Method for all conversions Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions Conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii1) above); (v4) if the Company does not timely elect a Settlement Method with respect to the conversion Conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi5) if the Company timely elects Combination Settlement with respect to the conversion Conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Trustee and the Conversion Agent) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion Conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii6) the Settlement Method will be subject to Sections 5.09(A)(2)and Section 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Cardlytics, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any the conversion of a Noteany Notes; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May April 1, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Business Day immediately before May preceding April 1, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose with a Conversion Date that occurs before May April 1, 20252024, then the Company will send notice of such Settlement Method to the converting Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) notwithstanding anything to the contrary in clauses (i) and (ii) above, if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May April 1, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May April 1, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with Conversion Dates that occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the converting Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification elect a settlement method or specify the applicable Specified Dollar Amount will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.10(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Aerie Pharmaceuticals Inc)

Settlement Method. Upon the conversion of any NoteSubject to Section 10.03(a)(i)(8), the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 5X, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(110.03(a)(ii)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(310.03(a)(ii)(3) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i1) subject to clause (iii) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1April 15, 2025 2027 will be settled using the same Settlement Method, and the Company will shall, so long as the Conversion Date does not occur during the Redemption Period, send written notice of such Settlement Method to Holders, through the Trustee and the Conversion Agent Trustee, no later than the Close of Business on the Scheduled Trading Day immediately before May 1preceding April 15, 20252027; (ii2) subject all conversions of Notes whose Conversion Date occurs during the Redemption Period will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to clause Holders, through the Trustee, concurrently with delivery of the relevant Redemption Notice; (iii3) belowthe Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in Section 10.03(a)(i)(1) and Section 10.03(a)(i)(2) above); (4) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1April 15, 20252027, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee and Conversion Agent Trustee, no later no later than the Close of Business on the Business Scheduled Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v5) if the Company has not previously made an irrevocable election of a Settlement Method pursuant to Section 10.03(a)(i)(8) and does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of such Note equal to $1,000 (the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of DefaultMethod”); (vi6) if the Company timely elects Combination Settlement with respect to the conversion of a Note or elects to change the Default Settlement Method or irrevocably fix the Settlement Method, in either case, to Combination Settlement, but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); andNote; (vii7) the Settlement Method will shall be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aclause (II) of Section 10.08(a). In addition, the Company may, ; (8) by written notice to Holders, the Trustee and the Conversion AgentAgent (if other than the Trustee), the Company may, prior to April 15, 2027, (A) change the Default Settlement Method to any Settlement Method the Company is then permitted to elect to in accordance with the Indenture or (B) irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, the Indenture (including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes the notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice), in each case, that will apply for all Conversion Dates occurring subsequent to all conversions delivery of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company willshall, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such Specified Dollar Amount in respect of the relevant conversion or conversions no later than the Close of Business on the Business Day immediately following the related Conversion Date (relevant deadline for electing a Settlement Method specified in Section 10.03(a)(i)(1) or in the case of any conversions of Notes called (Section 10.03(a)(i)(2) above, as applicable, for such conversion or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice)conversions, or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will shall be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the change or election notice, such Specified Dollar Amount will shall be deemed to be $1,000 per $1,000 principal amount of Notes. If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method, then the Company shall concurrently either post the Default Settlement Method or fixed Settlement Method, as applicable, on the Company’s website or disclose the same in a press release or a current report on Form 8-K (or any successor form) that is furnished to the SEC. Notwithstanding the foregoing or anything to the contrary in this the Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to the provisions described in this Section 5.03(A)10.03. For the avoidance of doubt, such a change in Default Settlement Method or such an irrevocable election, if made, will be effective without the need to amend the this Supplemental Indenture or the Notes, including pursuant to Article 8IX hereof. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: First Supplemental Indenture (Par Technology Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1April 15, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1April 15, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1April 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above)); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: First Supplemental Indenture (Mesa Laboratories Inc /Co)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the eighty-fifth (85th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the eighty-fifth (85th) Scheduled Trading Day immediately before May 1, 2025the Maturity Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the eighty-fifth (85th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above)); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Winnebago Industries Inc)

Settlement Method. Upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 5X, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(110.03(a)(ii)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(310.03(a)(ii)(3) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i1) subject to clause (iii) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1October 15, 2025 2023 will be settled using the same Settlement Method, and the Company will shall, so long as the Conversion Date does not occur during the Redemption Period, send written notice of such Settlement Method to Holders, through the Trustee and the Conversion Agent Trustee, no later than the Close of Business on the Scheduled Trading Day immediately before May 1preceding October 15, 20252023; (ii2) subject all conversions of Notes whose Conversion Date occurs during the Redemption Period will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to clause Holders, through the Trustee, concurrently with delivery of the relevant Redemption Notice; (iii3) belowthe Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in Section 10.03(a)(i)(1) and Section 10.03(a)(i)(2) above); (4) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1October 15, 20252023, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee and Conversion Agent Trustee, no later no later than the Close of Business on the Business Scheduled Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v5) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Combination Settlement Method (and, for the avoidance with a Specified Dollar Amount per $1,000 principal amount of doubt, the failure such Note equal to timely make such election will not constitute a Default or Event of Default)$1,000; (vi6) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default)Note; and (vii7) the Settlement Method will shall be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aclause (II) of Section 10.08(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.;

Appears in 1 contract

Samples: Indenture (Par Technology Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1December 2, 2025 2022 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Scheduled Trading Day immediately before May 1December 2, 20252022; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1December 2, 20252022, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, the Trustee and the Conversion Agent (if other than the Trustee) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Supernus Pharmaceuticals Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with solely cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Cash Settlement”); or (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash (in no event with a Specified Dollar Amount less than $1,000 per $1,000 principal amount of Notes) and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(35.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May September 1, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May September 1, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May September 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May September 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May September 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default), and in no event will the Specified Dollar Amount applicable to any conversion of any Note be less than $1,000 per $1,000 principal amount of Notes.; and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). However, in all cases, no such notice. If irrevocable election will affect any Settlement Method thereto elected (or deemed elected) with any Note pursuant to this Indenture and in no event may the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to elect Combination Settlement with an ability to continue to set the a Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later that is less than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding Such notice, if sent, must set forth the foregoing or anything to the contrary in this Indenture, no such change in the Default applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or irrevocable election will affect any Settlement Method theretofore elected (or deemed after the date such notice is sent to be elected) with respect to any Note pursuant to this Section 5.03(A)Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to the provisions described above, then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, on its website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

Appears in 1 contract

Samples: Indenture (Haemonetics Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May November 1, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May November 1, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May November 1, 20252024, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May November 1, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May November 1, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (2U, Inc.)

Settlement Method. Upon the conversion exchange of any Note, the Company will settle such conversion exchange by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). If Cash Settlement or Combination Settlement applies to an exchange, then the consideration due will be determined over an Observation Period consisting of forty (40) VWAP Trading Days. The Company will have the right to elect the Settlement Method applicable to any conversion exchange of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions exchanges of Notes with a Conversion an Exchange Date that occurs on or after May 1October 15, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1October 15, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion exchange of any Note whose Conversion Exchange Date occurs before May 1October 15, 20252024, then the Company will send written notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion the Exchange Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Exchange Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions exchanges of Notes with the same Conversion Exchange Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions exchanges of Notes with different Conversion Exchange Dates, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion exchange of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion exchange of a Note but does not timely notify the Holder of such Note exchanging Holder, the Trustee and the Exchange Agent (if other than the Trustee) of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion exchange will be deemed to be $1,000 per $1,000 principal amount of Notes Note (and, for the avoidance of doubt, the failure to timely send such notification specify the applicable Specified Dollar Amount will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(iv)(2). In addition, the Company maywill have the right, exercisable at its election by sending written notice of such exercise to the Holders, the Trustee and the Exchange Agent (if other than the Trustee), irrevocably fix the Settlement Method that will apply to all exchanges of Notes with an Exchange Date that occurs on or after the date such written notice is sent to Holders, the Trustee and the Conversion AgentExchange Agent (if other than the Trustee), elect to irrevocably fix the provided that such Settlement Method to any must be a Settlement Method that the Company is then permitted to elect in accordance with this Indenture(for the avoidance of doubt, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount pursuant to, and subject to, the other provisions of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount this Section 5.03(A)). Such written notice, if sent, must set forth in such the applicable Settlement Method and expressly state that the election notice, that will apply is irrevocable and applicable to all conversions exchanges of Notes with a Conversion an Exchange Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A)is sent. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Sabre Corp)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the one-hundred and fifth (105th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the one-hundred and fifth (105th) Scheduled Trading Day immediately before May 1, 2025the Maturity Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the one-hundred and fifth (105th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Perficient Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with solely cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Cash Settlement”); or (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(35.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May September 1, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May September 1, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May September 1, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May September 1, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May September 1, 20252026; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), to elect to irrevocably fix the Settlement Method or to any Settlement Method that the Company is then permitted to irrevocably elect in accordance with this Indenture, including Combination Settlement with and eliminated a Specified Dollar Amount per $1,000 principal amount or range of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in Amounts. If the Company makes such an irrevocable election, then such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders,. In addition, if the Company sends such notice. If irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company changes will, if needed, simultaneously change the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the a Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of that is consistent with such change or irrevocable election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date. However, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indentureall cases, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A)Indenture and in no event may the Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Notes. Such notice, if sent, must set forth the applicable Settlement Method or Specified Dollar Amounts and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, on the Company’s website or disclose the same in a current report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.

Appears in 1 contract

Samples: Indenture (Halozyme Therapeutics, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). (i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i1) subject to clause (iii3) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 [●] will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, Holders (with a written copy to the Trustee Trustee) and the Conversion Agent (if other than the Trustee) no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1, 2025[●]; (ii2) subject to clause (iii3) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025[●], then the Company will send notice of such Settlement Method to the Holder of such Note, Note (with a written copy to the Trustee Trustee) and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii3) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025[●], then such Settlement Method must be the same Settlement Method that, pursuant to clause (i1) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025[●]; (iv4) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i1) or (iii3) above); (v5) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi6) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii7) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a4.03(D) and 5.09(A)(2). (ii) The Company’s Right to Irrevocably Fix the Settlement Method. In additionThe Company will have the right, exercisable at its election by sending notice of such exercise to the Company may, by notice Holders (with a copy to Holders, the Trustee and the Conversion Agent), elect to (1) irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default Settlement Method notice is sent to Holders; or elects to (2) irrevocably fix the Settlement Method, in either case, to elect Combination Settlement with an ability to continue apply to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such eliminate a Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such range of Specified Dollar Amount Amounts that will apply to such conversions, provided, in each case, that (w) the Settlement Method(s) so elected pursuant to clause (1) or (2) above must be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (x) no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Starry Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 the forty fifth (45th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the forty fifth (45th) Scheduled Trading Day immediately before May 1, 2025the Maturity Date; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025the forty fifth (45th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (viv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (viivi) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Innoviva, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 1February 15, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1February 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1February 15, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1February 15, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.09(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (National Vision Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares shares, as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares shares, as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May January 1, 2025 2026 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May January 1, 20252026; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May January 1, 20252026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business second Scheduled Trading Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May January 1, 20252026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May January 1, 20252026; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(iv)(2). In addition, the Company may, by By notice to the Holders, the Trustee and the Conversion AgentAgent (if other than the Trustee), the Company may prior to the Close of Business on the Scheduled Trading Day immediately preceding January 1, 2026, at its option, irrevocably elect to irrevocably fix satisfy its conversion obligation with respect to the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Notes through Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of at least $1,000 or with an ability for all Conversion Dates occurring subsequent to continue to set the Specified Dollar Amount per $1,000 principal amount delivery of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such noticenotice and for which another Settlement Method does not otherwise apply. If the Company changes the Default Settlement Method or irrevocably elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified specific amount, the Company it will, after the date of such change or election, as either post the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business fixed settlement method on the Business Day immediately following Company’s website or disclose the related Conversion Date same in a Current Report on Form 8-K (or in any successor form) that is filed with the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of NotesSEC. Notwithstanding the foregoing or anything In addition to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. Howeverforegoing, the Company may nonetheless choose to execute such an amendment at its optionirrevocably elect or eliminate any Settlement Method or Specified Dollar Amount as provided under Section 8.01.

Appears in 1 contract

Samples: Indenture (Oil States International, Inc)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1June 2, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1June 2, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1June 2, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, with a copy to the Trustee and the Conversion Agent Agent, no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1June 2, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1June 2, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, with a copy to the Trustee and the Conversion Agent, of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(D), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indentureforegoing, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Eventbrite, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will shall settle such conversion by paying or delivering, as applicable and as provided in this Article 510, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(110.03(a)(ii)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(310.03(a)(ii)(3) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i1) subject to clause (iiix) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1, 2025 [ ]30 will be settled using the same Settlement Method, and the Company will shall send written notice of such Settlement Method to Holders, through the Trustee and the Conversion Agent Trustee, no later than the Close of Business on the Scheduled Trading Business Day immediately before May 1preceding [ ]31 and (y) all conversions for which the Conversion Date occurs during the Redemption Conversion Period will be settled using a single Settlement Method and the Company shall send written notice of such Settlement Method to Holders, 2025through the Trustee concurrently with delivery of the Redemption Notice; (ii2) subject the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iiia)(i)(1) below, above); (3) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1[ ]32 and not during a Redemption Conversion Period, 2025, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee and Conversion Agent Trustee, no later no later than the Close of Business on the Business second Scheduled Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v4) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Combination Settlement Method (and, for the avoidance with a Specified Dollar Amount per $1,000 principal amount of doubt, the failure such Note equal to timely make such election will not constitute a Default or Event of Default)$1,000; (vi5) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default)Note; and (vii6) the Settlement Method will shall be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aclause (II) of the first sentence of Section 10.08(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after 30 To be the date six months immediately preceding the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Maturity Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (GAIN Capital Holdings, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Class A Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Class A Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 115, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May 115, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 115, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after during the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption DateConversion Period; and (2) if such Redemption Date occurs on or after May 115, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 115, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 4.03(D), 5.09(A)(2), 5.01(C)(i)(3)(a) and 5.07(D). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in the preceding sentences of this Indentureparagraph, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Bloom Energy Corp)

Settlement Method. Upon the conversion of any Note, the Company will shall, subject to Section 1002(j), settle such conversion by paying or delivering, as applicable and as provided in this Article 5Ten, either (xA) solely cash (a “Cash Settlement”); (B) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 5.03(B)(i)(11002(b) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (zC) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 5.03(B)(i)(31002(b) (a “Combination Settlement”). The Company will shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a whose Conversion Date that occurs on or after May 1December 15, 2025 2035 will be settled using the same Settlement Method, and the Company will shall send written notice of such Settlement Method Method, to the Holders, the Trustee Conversion Agent and the Conversion Agent Trustee no later than the Close of Business on the Scheduled Trading Day immediately before May 1December 15, 20252035; (ii) subject the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above); (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1December 15, 20252035, then the Company will shall send written notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent and the Trustee no later no later than the Close of Business on the Business Trading Day immediately after following such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (Method; and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (viv) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note Note, the Conversion Agent, and the Trustee of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of the Capped Combination Settlement Cash Amount; provided, further, that, notwithstanding anything to the contrary in this Section 1002(a), if the Company calls any Notes (andfor Redemption, for then the avoidance of doubt, Company shall specify in the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) related Redemption Notice the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (Renewable Energy Group, Inc.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May February 1, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May February 1, 2025; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May February 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May February 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May February 1, 2025; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.

Appears in 1 contract

Samples: Indenture (CalAmp Corp.)

Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) ); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that: (i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May June 1, 2025 2024 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee Holders and the Conversion Agent no later than the Close Open of Business on the Scheduled Trading Day immediately before May June 1, 20252024; (ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May June 1, 20252024, then the Company will send notice of such Settlement Method to the Holder of such Note, Note and the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date; (iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May June 1, 20252024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May June 1, 20252024; (iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same Conversion Date day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with whose Conversion Dates occur on different Conversion Datesdays, except as provided in clause (i) or (iii) above); (v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and (vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(aSection 5.08(A)(2). In addition, the Company maywill have the right, exercisable at its election by sending notice of such exercise to Holders, the Holders (with a copy to the Trustee and the Conversion Agent), elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all conversions of Notes with a Conversion Date that is occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company sends such is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice. If , if sent, must set forth the Company changes the Default applicable Settlement Method or elects and expressly state that the election is irrevocable and applicable to irrevocably fix the Settlement Method, in either case, to Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any all conversions of Notes called (or deemed called) for Redemption for which the relevant with a Conversion Date that occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the date such notice is sent to Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the this Indenture or the Notes, including pursuant to Article 8. HoweverSection 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

Appears in 1 contract

Samples: Indenture (Halozyme Therapeutics, Inc.)

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