Settlement of Conversion Obligation. The provisions of this Section 14.04 shall be subject to the provisions of Section 14.08. (a) Upon conversion of any Note, the Company may choose to satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 14.05 (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar Amount (“Combination Settlement”), as set forth in this Section 14.04. (i) All conversions on or after the Final Settlement Method Election Date, and all conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, shall be settled using the same Settlement Method. If the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specified Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur (A) on or after the Final Settlement Method Election Date, (B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, or (C) following any Irrevocable Election as described in Section 14.04(a)(iv), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), unless the Company has previously made an Irrevocable Election pursuant to Section 14.04(a)(iv), the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, the Company shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion. (iv) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (v) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation through Stock Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (together with cash in lieu of fractional shares as set forth in Section 14.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Conversion Period.

Appears in 1 contract

Samples: Indenture (Envestnet, Inc.)

Settlement of Conversion Obligation. The provisions of this Section ~~14.04~~ 5.04 shall be subject to the provisions of Section ~~14.08~~5.08. (a) Upon conversion of any Note, the Company may choose to satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section ~~14.05~~ 5.05 (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar Amount (“Combination Settlement”), as set forth in this Section ~~14.04~~5.04. (i) All conversions on or after the Final Settlement Method Election ~~Date, and all conversions for which the relevant Conversion~~ Date ~~occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ shall be settled using the same Settlement Method. If the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specified Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section ~~14.04(a)(iv~~5.04(a)(iii). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election ~~Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur ~~(A)~~ on or after the Final Settlement Method Election Date, ~~(B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ or ~~(C)~~ following any Irrevocable Election as described in Section ~~14.04(a)(iv~~5.04(a)(iii), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election ~~Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), unless the Company has previously made an Irrevocable Election pursuant to Section ~~14.04(a)(iv~~5.04(a)(iii), the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the second Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, the Company shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion. (iviii) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (viv) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation through Stock Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (together with cash in lieu of fractional shares as set forth in Section ~~14.05~~5.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Conversion Period.

Appears in 1 contract

Samples: First Supplemental Indenture (Envestnet, Inc.)

Settlement of Conversion Obligation. The provisions of this Section 14.04 shall be subject to the provisions of Section 14.08. (a) Upon conversion of any Note, the Company may choose to satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 14.05 (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar Amount (“Combination Settlement”), as set forth in this Section 14.04. (i) All conversions on or after the Final Settlement Method Election Date, and all conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, shall be settled using the same Settlement Method. If the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specified Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur (A) on or after the Final Settlement Method Election Date, (B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, or (C) following any Irrevocable Election as described in Section 14.04(a)(iv), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), unless the Company has previously made an Irrevocable Election pursuant to Section 14.04(a)(iv), the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, the Company shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion. (iv) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). In particular, the Company may, prior to the Final Settlement Method Election Date, at its option, irrevocably elect Combination Settlement with a Specified Dollar Amount of $1,000 for all conversions subsequent to any such notice. (v) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation through Stock Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (together with cash in lieu of fractional shares as set forth in Section 14.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 60 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 60 consecutive Trading Days during the related Conversion Period.

Appears in 1 contract

Samples: Indenture (Envestnet, Inc.)

Settlement of Conversion Obligation. ~~The provisions of this Section 14.04 shall be subject to the provisions of Section 14.08.~~ (a) Upon conversion of any Note, the Company ~~may choose to satisfy its conversion obligation by paying~~ shall pay or ~~delivering~~deliver, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) ~~solely cash (“Cash Settlement”)~~cash, (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section ~~14.05 (“Stock Settlement”)~~ 5.05 or (3) a combination of cash and shares of Common Stock, ~~if any, with a particular Specified Dollar Amount (“Combination Settlement”)~~at its election, as set forth in this Section ~~14.04~~5.04. (i) All conversions on or after the Final Settlement Method Election ~~Date, and all conversions for which the relevant Conversion~~ Date ~~occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ shall be settled ~~using~~ with the same Settlement ~~Method~~Method specified or deemed specified by the Company hereunder. If the Company has not delivered to the Trustee and all Holders a ~~written~~ notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation ~~using Combination Settlement~~ in a combination of cash and shares of Common stock, if any, with a Specified Dollar Amount of $~~1,000~~1,000 (except that, ~~unless~~ with respect to any conversion during a Redemption Period, the ~~Company has previously irrevocably elected another~~ Settlement Method ~~or Combination Settlement with a different Specified Dollar Amount~~ shall be as ~~described~~ set forth in ~~Section 14.04(a)(iv~~the relevant Redemption Notice). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election ~~Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. The Company shall use the same Settlement Method for all conversions during any Redemption Period. Except for any conversions that occur ~~(A)~~ on or after the Final Settlement Method Election ~~Date, (B) after the issuance of~~ Date or during a Redemption ~~Notice with respect to the Notes and prior to the related Redemption Date, or (C) following any Irrevocable Election as described in Section 14.04(a)(iv)~~Period, the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates, unless the Company has made the Irrevocable Election pursuant to Section 5.04(a)(iii). If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election ~~Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), unless the Company has ~~previously~~ made an the Irrevocable Election pursuant to Section ~~14.04(a)(iv)~~5.04(a)(iii) or the Conversion Date occurs during a Redemption Period, the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the ~~close of business on the~~ second Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company does not timely elect a Settlement Method or Specified Dollar Amount (if applicable) for conversions during any Redemption Period, the Company shall be deemed to have elected to satisfy its conversion obligation through the payment or delivery, as the case may be, of a combination of cash and shares of Common Stock, if any, with a Specified Dollar Amount of $1,000. If the Company elects ~~Combination Settlement~~ to pay or deliver, as the case may be, a combination of cash and shares of Common Stock, if any, in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, ~~the Company~~ such Specified Dollar Amount shall be deemed to ~~have elected Combination Settlement with a Specified Dollar Amount of~~ be equal to $~~1,000 per $1,000 principal amount of Notes with respect to such conversion~~1,000. (iviii) Prior to the Final Settlement Method Election Date, the Company may, by ~~written~~ notice to Holders, at its option irrevocably elect ~~Stock Settlement~~to satisfy its conversion obligation in a combination of cash and shares of Common Stock, ~~Cash Settlement or Combination Settlement~~ if any, with a ~~particular~~ Specified Dollar ~~Amount~~Amount of $1,000, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (viv) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation ~~through~~ by delivering shares of Common Stock ~~Settlement~~(plus cash in lieu of any fractional share), the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common ~~Stock~~ stock equal to the Conversion Rate in effect on the Conversion ~~Date (together with cash in lieu of fractional shares as set forth in Section 14.05)~~Date; (B) if the Company elects to satisfy its conversion obligation ~~through Cash Settlement~~solely by paying cash, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 20 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation ~~through Combination Settlement~~by paying or delivering, as the case may be, a combination of cash and shares of Common Stock, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 20 consecutive Trading Days during the related Conversion Period. (v) The consideration due upon conversion of the Notes shall be paid or delivered, as the case may be, through the Conversion Agent. Such payment or delivery, as the case may be, shall be made (A) three Business Days after the Conversion Date in the case where the Company’s Conversion Obligation consists solely of shares of Common Stock (other than cash in lieu of any fractional share) or (B) three Business Days after the last day of the Conversion Period (in the case of any other Settlement Method); provided, however, that, if as of any Conversion Date occurring prior to the Final Settlement Method Election Date, the Common Stock has been replaced by Reference Property consisting solely of cash pursuant to Section 5.12, the Company shall pay the conversion consideration due in respect of conversion on the third Trading Day immediately following the related Conversion Date, and, notwithstanding anything to the contrary herein, no Conversion Period shall apply to those conversions. (b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any shares of Common Stock shall be issuable upon such conversion shall be treated as the Holder of record of such shares as of the close of business on the Conversion Date (in the case of a Conversion Obligation that consists solely of shares of Common Stock (and cash in lieu of any fractional share)) or the last Trading Day of the relevant Conversion Period (in any other case). (c) Any cash amounts due upon conversion by a Holder of Notes surrendered for conversion shall be paid by the Company to such Holder, or such Holder’s nominee or nominees. In addition, the Company shall issue, or shall cause to be issued, any shares of Common Stock due upon conversion to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary (together with any cash in lieu of fractional shares). (d) Upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid Interest, if any, except as set forth in this clause (d), and the Company shall not adjust the Conversion Rate to account for accrued and unpaid Interest. Except as set forth in this clause (d), the Company’s settlement of the conversion of a Note pursuant to this Section 5.04 shall be deemed to satisfy its obligation to pay the principal amount of such Note and accrued and unpaid Interest thereon, if any, to, but not including, the relevant Conversion Date. Upon conversion of a Note into a combination of cash and shares of Common Stock, accrued and unpaid Interest shall be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if a Note is converted after the close of business on a Record Date, the Holder of such Note at the close of business on such Record Date shall receive the Interest payable on such Note on the corresponding Interest Payment Date notwithstanding such conversion. A Note surrendered for conversion after the close of business on any Record Date but prior to the open of business on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the Interest that will be payable on such Interest Payment Date on the Note so converted; provided, however, that no such payment need be made: (i) if the Company has specified a Fundamental Change Purchase Date or a Redemption Date that is after a Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (ii) with respect to any Note surrendered for conversion following the Record Date immediately preceding the Stated Maturity Date; or (iii) only to the extent of any overdue Interest, if any overdue Interest remains unpaid at the time of conversion with respect to such Note.

Appears in 1 contract

Samples: First Supplemental Indenture (Medivation, Inc.)

Settlement of Conversion Obligation. ~~The provisions of this Section 14.04 shall be subject to the provisions of Section 14.08.~~ (a) Upon conversion of any Note, the Company may choose to satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section ~~14.05~~ 5.05 (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar Amount (“Combination Settlement”), as set forth in this Section ~~14.04~~5.04. (i) All conversions on or after the Final Settlement Method Election ~~Date, and all conversions for which the relevant Conversion~~ Date ~~occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ shall be settled using the same Settlement Method. If the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using ~~Combination Settlement with a Specified Dollar Amount of $1,000~~Stock Settlement, unless the Company has previously irrevocably elected ~~another~~ Cash Settlement ~~Method~~ or Combination Settlement with a ~~different~~ Specified Dollar Amount as described in Section ~~14.04(a)(iv~~5.04(a)(iii). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election ~~Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. In addition, the Company shall use the same Settlement Method for all conversions during any Redemption Period as specified in its Redemption Notice. Except for any conversions that occur ~~(A)~~ on or after the Final Settlement Method Election Date, ~~(B) after the issuance of~~ during a Redemption ~~Notice with respect to the Notes and prior to the related Redemption Date,~~ Period or ~~(C)~~ following any Irrevocable Election as described in Section ~~14.04(a)(iv~~5.04(a)(iii), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates, unless the Company has made the Irrevocable Election pursuant to Section 5.04(a)(iii). If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election ~~Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), unless the Company has previously made an Irrevocable Election pursuant to Section ~~14.04(a)(iv)~~5.04(a)(iii) or the Conversion Date occurs during a Redemption Period, the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the second Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company does not timely elect a Settlement Method or Specified Dollar Amount (if applicable) for conversions during any Redemption Period, the Company shall be deemed to have elected Stock Settlement. If the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, such Specified Dollar Amount shall be deemed to be equal to $1,000. In addition, and notwithstanding the foregoing, the Company shall be ~~deemed~~ required to ~~have elected Combination~~ elect Stock Settlement ~~with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion~~in the circumstances described in Section 5.01(b). (iviii) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (viv) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Stock Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common ~~Stock~~ stock equal to the Conversion Rate in effect on the Conversion Date (together ~~with~~ wish cash in lieu of fractional shares as ~~set forth~~ described in Section ~~14.05~~5.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects ~~(or is deemed to have elected)~~ to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Conversion Period. (v) Payment or delivery, as the case may be, of the consideration due upon conversion shall be made (A) in the case of Stock Settlement, three Business Days after the Conversion Date, unless such Conversion Date occurs following the Record Date immediately preceding the Stated Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) on the Stated Maturity Date or (B) in the case of any other Settlement Method, three Business Days after the last Trading Day of the Conversion Period; provided, however, that, in the case of clause (A) or (B), if prior to the Conversion Date for any converted Notes the Common Stock has been replaced by Reference Property consisting solely of cash pursuant to Section 5.12, the Company shall pay the consideration due in respect of conversion on the tenth Business Day immediately following the related Conversion Date, and, notwithstanding anything to the contrary herein, no Conversion Period shall apply to those conversions. (b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any shares of Common Stock shall be issuable upon such conversion shall be treated as the Holder of record of such shares as of the close of business on the Conversion Date (in the case of Stock Settlement) or the last Trading Day of the relevant Conversion Period (in any other case). (c) Any cash amounts due upon conversion by a Holder of Notes surrendered for conversion shall be paid by the Company to such Holder, or such Holder’s nominee or nominees. In addition, the Company shall issue, or shall cause to be issued, any shares of Common Stock due upon conversion to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depository (together with any cash in lieu of fractional shares). (d) Upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid Interest, if any, except as set forth in this clause (d), and the Company shall not adjust the Conversion Rate to account for accrued and unpaid Interest. Except as set forth in this subsection (d), the Company’s settlement of the conversion of a Note pursuant to this

Appears in 1 contract

Samples: First Supplemental Indenture (Endologix Inc /De/)

Settlement of Conversion Obligation. The provisions of this Section ~~14.04~~ 5(c) shall be subject to the provisions of this Section ~~14.08~~5(c), 5(g), and 5(k). (ai) Upon conversion of any Note, the Company may choose to satisfy its ~~conversion obligation~~ Conversion Obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section ~~14.05~~ 5(d) (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar ~~Amount~~ Amount, together with cash, if applicable, in lieu of any fractional shares (“Combination Settlement” and each of Cash Settlement, Stock Settlement, and Combination Settlement, a “Settlement Method”), as set forth in this Section ~~14.04~~5(c). (i1) All conversions with a Conversion Date on or after the Final Settlement Method Election ~~Date, and all conversions for which the relevant Conversion~~ Date ~~occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ shall be settled using the same Settlement Method. If the Company has not delivered to ~~the Trustee and~~ all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specified Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section ~~14.04(a)(iv~~5(c)(i)(3). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii2) For all conversions prior to the Final Settlement Method Election ~~Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur ~~(A)~~ on or after the Final Settlement Method Election Date, ~~(B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ or ~~(C)~~ following any Irrevocable Election as described in Section ~~14.04(a)(iv~~5(c)(i)(3), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election ~~Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), unless the Company has previously made an Irrevocable Election pursuant to Section ~~14.04(a)(iv~~5(c)(i)(3), the Company shall inform Holders so converting ~~through the Trustee~~ of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the second Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, the Company shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion. (iv3) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (v4) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be ~~computed~~ as follows: (A) if the Company elects to satisfy its conversion obligation through Stock Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted certificates for a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (together with cash in lieu of fractional shares as set forth in Section ~~14.05~~5(d)); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 15 consecutive Trading Days during the related ~~Conversion~~ Determination Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and certificates for shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 15 consecutive Trading Days during the related ~~Conversion Period~~Determination Period (together with cash in lieu of fractional shares as set forth in Section 5(d)).

Appears in 1 contract

Samples: Note Purchase Agreement (Manitex International, Inc.)

Settlement of Conversion Obligation. ~~The provisions of this Section 14.04 shall be subject to the provisions of Section 14.08.~~ (a) Upon conversion of any Note, the Company ~~may choose~~ shall (i) deliver to ~~satisfy its conversion obligation by paying or delivering, as~~ the ~~case may be,~~ converting Holder a number of shares of Common Stock equal to ~~converting Holders, in respect of each $1,000~~ (i) the aggregate principal amount of Notes ~~being converted~~to be converted divided by $1,000, ~~either~~ multiplied by (1ii) ~~solely cash (“Cash Settlement”), (2)~~ the applicable Conversion Rate. The Company will deliver such shares of Common ~~Stock~~Stock on the third Business Day immediately following the relevant Conversion Date, together with ~~cash, if applicable,~~ cash in lieu of any fractional share of Common Stock ~~in accordance with Section 14.05~~ issuable upon conversion based upon the Closing Sale Price on the relevant Conversion Date (~~“Stock Settlement”~~or, if such Conversion Date is not a Trading Day, on the immediately preceding Trading Day). (b) ~~or (3) a combination~~ Each conversion will be deemed to have been effected as to any Notes surrendered for conversion on the Conversion Date for such Notes and the converting Holder will become the record holder of ~~cash and~~ any shares of Common ~~Stock~~Stock due upon such conversion as of the close of business on such Conversion Date. (c) The Company shall issue, or shall cause to be issued, the shares of Common Stock due upon conversion to a Holder of Notes surrendered for conversion, or such Holder’s nominee or nominees, which issuance shall take the form of certificates representing such Shares or a book-entry transfer through the Depositary (in each case, together with any cash in lieu of fractional shares). (d) Upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid Interest, if any, ~~with a particular Specified Dollar Amount~~ except as set forth in this subsection (~~“Combination Settlement”~~d), and the Company shall not adjust the Conversion Rate to account for accrued and unpaid Interest. Except as set forth in this subsection (d), the Company’s settlement of the conversion of a Note pursuant to this Section 5.04 shall be deemed to satisfy its obligation to pay the principal amount of such Note and accrued and unpaid Interest thereon, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest to, but not including, the relevant Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited, except as set forth in this Section ~~14.04.~~5.04. Upon conversion of a Note into shares of Common Stock and any cash in lieu of fractional shares, accrued and unpaid Interest shall be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if a Note is converted after the close of business on an Interest Record Date but prior to the open of business on the immediately following Interest Payment Date, the Holder of such Note at the close of business on such Interest Record Date shall receive the Interest payable on such Note on the corresponding Interest Payment Date notwithstanding such conversion. A Note surrendered for conversion after the close of business on any Interest Record Date but prior to the open of business on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the Interest that will be payable on such Interest Payment Date on the Note so converted; provided, however, that no such payment need be made: (i) All conversions on or after the Final Settlement Method Election Date, and all conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, shall be settled using the same Settlement Method. If if the Company has ~~not delivered to the Trustee~~ specified a Fundamental Change Repurchase Date or a Specified Repurchase Date that is after an Interest Record Date and ~~all Holders a written notice of its election of a Settlement Method~~ on or prior to the ~~Final Settlement Method Election~~ third Scheduled Trading Day immediately after the corresponding Interest Payment Date, ; (ii) if the Company ~~shall,~~ has specified a Redemption Date that is after an Interest Record Date and on or prior to the third Scheduled Trading Day immediately after the corresponding Interest Payment Date; (iii) with respect to any ~~conversions on or after~~ Note surrendered for conversion following the ~~Final Settlement Method Election~~ Interest Record Date immediately preceding the Stated Maturity Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specified Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv).; or (iiiv) In only to the ~~case~~ extent of any ~~conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date~~overdue Interest, if any overdue Interest remains unpaid at the ~~Company has not specified its election~~ time of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur (A) on or after the Final Settlement Method Election Date, (B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, or (C) following any Irrevocable Election as described in Section 14.04(a)(iv), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), unless the Company has previously made an Irrevocable Election pursuant to Section 14.04(a)(iv), the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, the Company shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such ~~conversion~~Note. (iv) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (v) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if As a result of the foregoing, (i) the Company ~~elects~~ will pay Interest on the Stated Maturity Date on all Notes converted after the Interest Record Date preceding the Stated Maturity Date, and converting holders will not be required to ~~satisfy its conversion obligation through Stock Settlement,~~ pay equivalent interest amounts and (ii) the Company ~~shall deliver~~ will pay interest on an Interest Payment Date on all notes converted after the corresponding Interest Record Date and prior to ~~the~~ a Redemption Date, and converting ~~Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal~~ holders will not be required to the Conversion Rate in effect on the Conversion Date (together with cash in lieu of fractional shares as set forth in Section 14.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Conversion Periodequivalent interest amounts.

Appears in 1 contract

Samples: First Supplemental Indenture (Spectranetics Corp)

Settlement of Conversion Obligation. The provisions of this Section 14.04 shall be subject to the provisions of Section ~~14.08~~14.14. (a) Upon conversion of any Note, the Company ~~may choose to~~ will satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, at the Company’s option, either (1) solely cash (“Cash Settlement”), (2) ~~shares of Common Stock~~Class A Ordinary Shares, together with cash, if applicable, in lieu of any fractional ~~share of Common Stock~~ Class A Ordinary Share in accordance with Section 14.05 (“~~Stock~~ Physical Settlement”) or (3) a combination of cash ~~and shares of Common Stock, if any, with~~ in a particular Specified Dollar Amount and Class A Ordinary Shares, if any (“Combination Settlement”), as set forth in this Section 14.04. (i) ~~All conversions on or after the Final Settlement Method Election Date~~The Company shall, ~~and all conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice~~ from time to time, make an election with respect to the ~~Notes~~ Settlement Method and ~~prior to~~ the ~~related Redemption Date~~Specified Dollar Amount, ~~shall be settled using the same Settlement Method. If~~ if applicable, that the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected shall use to satisfy its conversion ~~obligation using Combination Settlement with a Specified Dollar Amount of $1,000~~obligation, ~~unless~~ which election will be effective until the Company ~~has previously irrevocably elected another~~ shall provide notice of a different Settlement Method or ~~Combination Settlement with a different~~ Specified Dollar ~~Amount~~ Amount, as described in Section 14.04(a)(iv). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date)applicable. However, the Company shall always use the same Settlement Method and Specified Dollar Amount, if applicable, for all conversions occurring on any given Conversion Date~~. Except for any conversions that occur~~ . (Aii) on or after the Final Settlement Method Election Date, (B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, or (C) following any Irrevocable Election as described in Section 14.04(a)(iv), the The Company shall ~~not~~ initially be deemed to have ~~any obligation~~ elected Combination Settlement and a Specified Dollar Amount equal to ~~use the same Settlement Method with respect to conversions that occur on different Conversion Dates~~$1,000. If the Company elects a ~~particular~~ different Settlement Method ~~in connection with any conversion prior~~ and/or to the Final Settlement Method Election Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), unless the Company has previously made an Irrevocable Election pursuant to Section 14.04(a)(iv), the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including reset the Specified Dollar Amount, if the Company shall deliver a notice (the “Settlement Notice”) of the relevant Settlement Method and/or Specified Dollar Amount, as applicable), and the effective date of such Settlement Method and/or Specified Dollar Amount to all Holders, the Trustee and the Conversion Agent; provided that the effective date of such Settlement Method and/or Specified Dollar Amount shall be no ~~later~~ earlier than ~~the close of business on~~ the Trading Day ~~immediately following~~ preceding the ~~related Conversion Date~~date on which the Settlement Notice is delivered. If the Company ~~does not timely make such an election, or if the Company~~ elects to use Combination Settlement ~~in respect of its conversion obligation, but the Company does not timely notify converting Holders of the~~ and fails to specify a Specified Dollar Amount ~~per $1,000 principal amount~~ in the Settlement Notice relating to its election of ~~Notes~~Combination Settlement, the Company shall be deemed to have elected ~~Combination Settlement with~~ a Specified Dollar Amount equal to $1,000. Concurrent with providing a Settlement Notice, the Company shall issue a press release containing information regarding its election of ~~$1,000 per $1,000 principal amount of Notes with respect to~~ Settlement Method and make such ~~conversion~~information available on its website. (iviii) The Company shall not have the right to change the Settlement Method or the Specified Dollar Amount after the Final Settlement Method Election Date. Prior to the Final Settlement Method Election Date, the Company ~~may, by written notice~~ shall have the right to ~~Holders, at its option~~ irrevocably elect ~~Stock Settlement~~a Settlement Method and Specified Dollar Amount by delivering the Settlement Notice to all holders of the Notes, ~~Cash~~ the Trustee and the Conversion Agent and issuing a press release containing information regarding its election of Settlement Method and expressly stating such election is irrevocable and making such information available on its website. Following such an irrevocable Settlement Notice, the Company will not have the right to change the Selection Method or ~~Combination Settlement with a particular~~ Specified Dollar Amount~~, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”)~~. (viv) The amount of cash, if any, and the number of ~~shares of Common Stock~~Class A Ordinary Shares, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation through ~~Stock~~ Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of ~~shares of Common Stock~~ Class A Ordinary Shares equal to the Conversion Rate in effect on the Conversion Date (~~together with~~ plus cash in lieu of fractional shares as set forth in Section 14.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 40 consecutive Trading Days during the related ~~Conversion~~ Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and ~~shares of Common Stock~~ Class A Ordinary Shares equal to the sum of the Daily Settlement Amounts for each of the 25 40 consecutive Trading Days during the related Observation Period (plus cash in lieu of fractional shares as set forth in Section 14.05). (v) Payment or delivery, as the case may be, of the consideration due upon conversion shall be made (A) in the case of Physical Settlement, on the second Business Day after the Conversion Date, unless such Conversion Date occurs on or after the Regular Record Date immediately preceding the Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) on the Maturity Date or (B) in the case of any other Settlement Method, on the second Business Day immediately following the last Trading Day of the Observation Period. (b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any Class A Ordinary Shares shall be issuable upon such conversion shall be treated as the Holder of record of such shares as of the close of business on the Conversion Date (in the case of Physical Settlement) or as of the close of business on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). (c) Any cash amounts due upon conversion by a Holder of Notes surrendered for conversion shall be paid by the Company to such Holder, or such Holder’s nominee or nominees. In addition, the Company shall issue, or shall cause to be issued, any Class A Ordinary Shares due upon conversion to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depository (together with any cash in lieu of fractional shares). (d) Upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid interest, if any, except as set forth in this clause (d), and the Company shall not adjust the Conversion Rate to account for accrued and unpaid interest on the Notes. Except as set forth in this subsection (d), the Company’s settlement of the conversion of a Note by delivery to the Holder of the Settlement Amount (including any cash payment for fractional shares) pursuant to this Section 14.04 shall be deemed to satisfy its obligation to pay the principal amount of such Note and to pay accrued and unpaid interest through the relevant Conversion Date. As a result, accrued and unpaid interest through the Conversion Date will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if a Note is converted after the close of business on a Regular Record Date but prior to the open of business on the immediately following Interest Payment Date, the Holder of such Note at the close of business on such Regular Record Date shall receive the interest payable on such Note on the corresponding Interest Payment Date notwithstanding such conversion. A Note surrendered for conversion during the period after the close of business on any Regular Record Date but prior to the open of business on the immediately following Interest Payment Date must be accompanied by payment of funds equal to the interest that will be payable on such Interest Payment Date on the Note so converted; provided, however, that no such payment need be made: (i) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; (ii) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; (iii) to the extent of any overdue interest, if any overdue interest remains unpaid at the time of conversion with respect to such Note; or (iv) with respect to any Note surrendered for conversion after the close of business on the Regular Record Date immediately preceding the Maturity Date and before the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date. Therefore, for the avoidance of doubt, all Holders at the close of business on the Regular Record Date immediately preceding the Maturity Date will receive the full interest payment due on the Maturity Date regardless of whether the Notes have been converted following such Regular Record Date.

Appears in 1 contract

Samples: Indenture (Greenlight Capital Re, Ltd.)

Settlement of Conversion Obligation. ~~The provisions of this Section 14.04 shall be subject to the provisions of Section 14.08.~~ (a) Upon conversion of any Note, the Company may choose to satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section ~~14.05~~ 5.05 (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar Amount (“Combination Settlement”), as set forth in this Section ~~14.04~~5.04. (i) All conversions on or after the Final Settlement Method Election ~~Date, and all conversions for which the relevant Conversion~~ Date ~~occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ shall be settled using the same Settlement Method. If the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using ~~Combination Settlement with a Specified Dollar Amount of $1,000~~Stock Settlement, unless the Company has previously irrevocably elected ~~another~~ Cash Settlement ~~Method~~ or Combination Settlement with a ~~different~~ Specified Dollar Amount as described in Section ~~14.04(a)(iv~~5.04(a)(iii). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election ~~Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. In addition, the Company shall use the same Settlement Method for all conversions during any Redemption Period as specified in its Redemption Notice. Except for any conversions that occur ~~(A)~~ on or after the Final Settlement Method Election Date, ~~(B) after the issuance of~~ during a Redemption ~~Notice with respect to the Notes and prior to the related Redemption Date,~~ Period or ~~(C)~~ following any Irrevocable Election as described in Section ~~14.04(a)(iv~~5.04(a)(iii), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates, unless the Company has made the Irrevocable Election pursuant to Section 5.04(a)(iii). If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election ~~Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), unless the Company has previously made an Irrevocable Election pursuant to Section ~~14.04(a)(iv)~~5.04(a)(iii) or the Conversion Date occurs during a Redemption Period, the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the second Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company does not timely elect a Settlement Method or Specified Dollar Amount (if applicable) for conversions during any Redemption Period, the Company shall be deemed to have elected Stock Settlement. If the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, such Specified Dollar Amount shall be deemed to be equal to $1,000. In addition, and notwithstanding the foregoing, the Company shall be ~~deemed~~ required to ~~have elected Combination~~ elect Stock Settlement ~~with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion~~in the circumstances described in Section 5.01(b). (iviii) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (viv) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Stock Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common ~~Stock~~ stock equal to the Conversion Rate in effect on the Conversion Date (together ~~with~~ wish cash in lieu of fractional shares as ~~set forth~~ described in Section ~~14.05~~5.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects ~~(or is deemed to have elected)~~ to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Conversion Period. (v) Payment or delivery, as the case may be, of the consideration due upon conversion shall be made (A) in the case of Stock Settlement, three Business Days after the Conversion Date, unless such Conversion Date occurs following the Record Date immediately preceding the Stated Maturity Date, in which case the Company shall make such delivery (and payment, if applicable) on the Stated Maturity Date or (B) in the case of any other Settlement Method, three Business Days after the last Trading Day of the Conversion Period; provided, however, that, in the case of clause (A) or (B), if prior to the Conversion Date for any converted Notes the Common Stock has been replaced by Reference Property consisting solely of cash pursuant to Section 5.12, the Company shall pay the consideration due in respect of conversion on the tenth Business Day immediately following the related Conversion Date, and, notwithstanding anything to the contrary herein, no Conversion Period shall apply to those conversions. (b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the relevant Conversion Date; provided, however, that the Person in whose name any shares of Common Stock shall be issuable upon such conversion shall be treated as the Holder of record of such shares as of the close of business on the Conversion Date (in the case of Stock Settlement) or the last Trading Day of the relevant Conversion Period (in any other case). (c) Any cash amounts due upon conversion by a Holder of Notes surrendered for conversion shall be paid by the Company to such Holder, or such Holder’s nominee or nominees. In addition, the Company shall issue, or shall cause to be issued, any shares of Common Stock due upon conversion to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depository (together with any cash in lieu of fractional shares). (d) Upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid Interest, if any, except as set forth in this clause (d), and the Company shall not adjust the Conversion Rate to account for accrued and unpaid Interest. Except as set forth in this subsection (d), the Company’s settlement of the conversion of a Note pursuant to this Section 5.04 shall be deemed to satisfy its obligation to pay the principal amount of such Note and accrued and unpaid Interest thereon, if any, to, but not including, the relevant Conversion Date. Upon conversion of a Note into a combination of cash and shares of Common Stock, accrued and unpaid Interest shall be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if a Note is converted after the close of business on a Record Date, the Holder of such Note at the close of business on such Record Date shall receive the Interest payable on such Note on the corresponding Interest Payment Date notwithstanding such conversion. A Note surrendered for conversion after the close of business on any Record Date but prior to the open of business on the immediately following Interest Payment Date must be accompanied by payment of an amount equal to the Interest that will be payable on such Interest Payment Date on the Note so converted; provided, however, that no such payment need be made: (i) if the Company has specified a Fundamental Change Purchase Date that is after a Record Date and on or prior to the corresponding Interest Payment Date; (ii) if the Company has specified a Redemption Date that is after a Record Date and on or prior to the second Scheduled Trading Day after the corresponding Interest Payment Date; (iii) with respect to any Note surrendered for conversion following the Record Date immediately preceding the Stated Maturity Date; or (iv) only to the extent of any overdue Interest, if any overdue Interest remains unpaid at the time of conversion with respect to such Note. As a result of the foregoing, (i) the Company will pay Interest on the Stated Maturity Date on all Notes converted after the Record Date preceding the Stated Maturity Date, and converting holders will not be required to pay equivalent interest amounts, (ii) the Company will pay interest on an Interest Payment Date on all Notes converted after the corresponding Record Date and prior to a Redemption Date, and (iii) the Company will pay interest on an Interest Payment date on all Notes converted after the corresponding Record Date and prior to a Fundamental Repurchase Date, and, in each case, converting holders will not be required to pay equivalent interest amounts. (e) Notwithstanding anything to the contrary in this Section 5.04 or any other provision of this Indenture, if the Company is required to deliver shares of Common Stock to a converting Holder under any Settlement Method elected (or deemed elected) by the Company and such resulting delivery obligation exceeds the aggregate number of authorized but unissued shares of Common Stock and treasury shares of Common Stock available to the Company at the Conversion Date for the purpose of satisfying conversions of the Notes, the Company will pay to such Holder the value of any such excess shares of Common Stock in cash (based on the Daily VWAP of such shares of Common Stock); provided that the Company shall notify such Holder (and the Conversion Agent) of the exact manner in which such cash value will be determined at least one Scheduled Trading Day prior to the commencement of the relevant Conversion Period, based on which such cash value will be determined.

Appears in 1 contract

Samples: Second Supplemental Indenture (Endologix Inc /De/)

Settlement of Conversion Obligation. The provisions of this Section 14.04 shall be subject to the provisions of Section 14.08. (a) Upon conversion of any Note, the Company may choose to satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, either (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 14.05 (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar Amount (“Combination Settlement”), as set forth in this Section 14.04. (i) All conversions on or after the Final Settlement Method Election Date, and all conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, shall be settled using the same Settlement Method. If the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specified Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur (A) on or after the Final Settlement Method Election Date, (B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, or (C) following any Irrevocable Election as described in Section 14.04(a)(iv), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption Date), unless the Company has previously made an Irrevocable Election pursuant to Section 14.04(a)(iv), the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the Trading Day immediately following the related Conversion Date. If the Company does not timely make such an election, or if the Company elects Combination Settlement in respect of its conversion obligation, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, the Company shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion. (iv) Prior to the Final Settlement Method Election Date, the Company may, by written notice to Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). In particular, the Company may, prior to the Final Settlement Method Election Date, at its option, irrevocably elect Combination Settlement with a Specified Dollar Amount of $1,000 for all conversions subsequent to any such notice. (v) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation through Stock Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (together with cash in lieu of fractional shares as set forth in Section 14.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Conversion Period.

Appears in 1 contract

Samples: Indenture (Envestnet, Inc.)

Settlement of Conversion Obligation. The provisions of this Section ~~14.04~~ 5.04 shall be subject to the provisions of Section ~~14.08~~5.08. (a) Upon conversion of any Note, the Company may choose to satisfy its conversion obligation by paying or delivering, as the case may be, to converting Holders, in respect of each $1,000 principal amount of Notes being converted, ~~either~~ (1) solely cash (“Cash Settlement”), (2) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section ~~14.05~~ 5.05 (“Stock Settlement”) or (3) a combination of cash and shares of Common Stock, if any, with a particular Specified Dollar Amount (“Combination Settlement”), as set forth in this Section ~~14.04~~5.04. (i) All conversions on or after the Final Settlement Method Election ~~Date, and all conversions for which the relevant Conversion~~ Date ~~occurs after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ shall be settled using the same Settlement Method. If the Company has not delivered to the Trustee and all Holders a written notice of its election of a Settlement Method on or prior to the Final Settlement Method Election Date, the Company shall, with respect to any conversions on or after the Final Settlement Method Election Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specified Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section ~~14.04(a)(iv~~5.04(a)(iii). (ii) In the case of any conversions for which the relevant Conversion Date occurs after the date of issuance of a Redemption Notice and prior to the related Redemption Date, if the Company has not specified its election of a Settlement Method in the related Redemption Notice, the Company will, with respect to any conversions on or after the date of issuance of the Redemption Notice and prior to the related Redemption Date, be deemed to have elected to satisfy its conversion obligation using Combination Settlement with a Specific Dollar Amount of $1,000, unless the Company has previously irrevocably elected another Settlement Method or Combination Settlement with a different Specified Dollar Amount as described in Section 14.04(a)(iv). (iii) For all conversions prior to the Final Settlement Method Election ~~Date (except for any conversions for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), the Company shall use the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur ~~(A)~~ on or after the Final Settlement Method Election Date, ~~(B) after the issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date,~~ or ~~(C)~~ following any Irrevocable Election as described in Section ~~14.04(a)(iv~~5.04(a)(iii), the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. Until the Final Settlement Method Election Date, unless the Company has previously made the Irrevocable Election pursuant to Section 5.04(a)(iii), the Company may choose in respect of one Conversion Date to satisfy its conversion obligation using one Settlement Method and choose in respect of another Conversion Date to satisfy its conversion obligation using another Settlement Method. If the Company elects a particular Settlement Method in connection with any conversion prior to the Final Settlement Method Election ~~Date (other than any conversion for which the relevant Conversion Date occurs after the issuance of a Redemption Notice but prior to the related Redemption~~ Date), unless the Company has previously made an Irrevocable Election pursuant to Section ~~14.04(a)(iv~~5.04(a)(iii), the Company shall inform Holders so converting through the Trustee of the Settlement Method the Company has selected (including the Specified Dollar Amount, if applicable), no later than the close of business on the second Trading Day immediately following the related Conversion Date. If the Company does not timely make such an ~~election~~election with respect to a conversion, or if the Company elects Combination Settlement in respect of its conversion ~~obligation~~obligation in respect of a conversion, but the Company does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Notes, the Company shall be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes with respect to such conversion. (iviii) Prior to the Final Settlement Method Election Date, the Company may, by written notice to the Trustee and the Holders, at its option irrevocably elect Stock Settlement, Cash Settlement or Combination Settlement with a particular Specified Dollar Amount, for all conversions with a Conversion Date subsequent to the Company’s delivery of such notice (any such election, an “Irrevocable Election”). (viv) The amount of cash, if any, and the number of shares of Common Stock, if any, that the Company is required to pay or deliver, as the case may be, in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation through Stock Settlement, the Company shall deliver through its stock transfer agent to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (together with cash in lieu of fractional shares as set forth in Section ~~14.05~~5.05); (B) if the Company elects to satisfy its conversion obligation through Cash Settlement, the Company shall pay to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the related Conversion Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation through Combination Settlement, the Company shall deliver to Holders, in respect of each $1,000 principal amount of Notes being converted, an amount of cash and shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the related Conversion Period.

Appears in 1 contract

Samples: First Supplemental Indenture (Quidel Corp /De/)

Common use of Settlement of Conversion Obligation Clause in Contracts