To convert. a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion ---------- Date." As soon as practicable after the Conversion Date, the Company shall ---- deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon Such conversion as the record holder or holders of such shares of Common Stock on such date, but Such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall ---------------- be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If any Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name such Security was registered at the close of business on such record date; and, in such event, unless such Security has been called for redemption, such Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in the form of a check or draft payable to the Conversion Agent) in an amount equal to the interest payable on such interest payment date on the principal amount of such Security or portion thereof so converted. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.
Appears in 1 contract
Samples: Registration Rights Agreement (Act Manufacturing Inc)
To convert. a Security, a Holder must (a1) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion AgentSecurity, (b2) surrender the Security to a Conversion Agent, (c3) furnish appropriate endorsements and transfer documents if required by a Registrar the Trustee or a Conversion Agent, and (d4) pay any transfer or similar taxtax if required, and (5) provide funds, if requiredapplicable, required pursuant to the next paragraph. The date on which the Holder satisfies all of those such requirements is the "Conversion ---------- Date." conversion date. As soon as practicable after the Conversion Datepracticable, the Company shall ---- deliver to deliver, or shall cause the Holder through a Conversion Agent to deliver, upon the order of the Holder, a certificate for the number of whole full shares of Common Stock issuable upon the conversion and cash in lieu of a check for any fractional shares pursuant to Section 4.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to timeshare. The person Person in whose name the Common Stock certificate is registered shall be deemed to be treated as a stockholder of record on and after the Conversion Date; provided, -------- however, that no surrender of a conversion date. Any Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon Such conversion as the record holder or holders of such shares of Common Stock on such date, but Such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall ---------------- be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If any Holder surrenders a Security surrendered for conversion after during the period from the close of business on the record date for the any interest payment of an installment of interest and before date to the close of business on the related interest payment date, then, notwithstanding such conversion, Business Day next preceding the interest payable on such following interest payment date shall be paid to the Holder in whose name (unless such Security was registered or portion thereof shall have been called for redemption on a date fixed for redemption which occurs during the period beginning at the close of business on such record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date; and, in or if such eventinterest payment date is not a Business Day, unless the second such Security has been called for redemption, such Security, when surrendered for conversion, must Business Day) be accompanied by delivery by such Holder of payment (which may be payment, in the form of a check New York Clearing House funds or draft payable other funds acceptable to the Conversion Agent) in Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal Principal amount being converted; provided, however, that no such payment need be made if there shall exist at the conversion date a Default in the payment of such Security or portion thereof so convertedinterest on the Securities. If Notwithstanding Section 307, if a holder has paid an amount equal to the interest otherwise payable in accordance with the preceding sentence and the Company thereafter defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the Defaulted Interest, together with interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion thereon shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver paid to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.Person who made
Appears in 1 contract
Samples: Indenture (Orthalliance Inc)
To convert. a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion ---------- DateCONVERSION DATE." As soon as practicable after the Conversion Date, the Company shall ---- deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon Such such conversion as the record holder or holders of such shares of Common Stock on such date, but Such such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall ---------------- be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If any Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name such Security was registered at the close of business on such record date; and, in such event, unless such Security has been called for redemption, such Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in the form of a check or draft payable to the Conversion Agent) in an amount equal to the interest payable on such interest payment date on the principal amount of such Security or portion thereof so converted. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.
Appears in 1 contract
Samples: Brooks Automation Inc
To convert. a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion ---------- Date." As soon as practicable after the Conversion Date, the Company shall ---- deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon Such such conversion as the record holder or holders of such shares of Common Stock on such date, but Such such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall ---------------- be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption or presented for purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. If any Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name such Security was registered at the close of business on such record date; and, in such event, unless such Security has been called for redemption, such Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in the form of a check or draft payable to the Conversion Agent) in an amount equal to the interest payable on such interest payment date on the principal amount of such Security or portion thereof so converted. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.
Appears in 1 contract
Samples: Barnes & Noble Inc
To convert. a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion ---------- Date." The Conversion Agent may conclusively assume, without independent verification, that any Holder that delivers such conversion notice is entitled to convert the Security. As soon as practicable after the Conversion Date, but in any event no later than the fifth Business Day following the Conversion Date, the Company shall ---- deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.3403. The Company shall set forth the full number of shares and the amounts of the required cash in lieu of fractional shares in an Officers' Certificate delivered to the Conversion Agent, upon which certificate the Conversion Agent may conclusively rely. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon Such such conversion as the record holder or holders of such shares of Common Stock on such date, but Such such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall ---------------- be at the Conversion Price Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closedclosed on such date. Upon conversion of a Security, such person shall no longer be deemed a Holder of such Security. No Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date for an interest payment to the opening of business on the next succeeding Interest Payment Date (excluding Securities or adjustment will portions thereof called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be made for dividends or distributions accompanied by payment in funds acceptable to the Company of an amount equal to the interest (including Contingent Cash Interest) payable on shares such Interest Payment Date on the aggregate Principal Amount at Issuance of Common Stock issued upon such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of Defaulted Interest by the Company. Accordingly, a SecurityHolder shall be entitled to receive accrued and unpaid interest, including any Contingent Cash Interest, in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. Except as otherwise provided in this Section 4.2402, no payment or adjustment will be made for accrued interest on a converted Security. If any Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name such Security was registered at the close of business on such record date; and, in such event, unless such Security has been called for redemption, such Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in the form of a check or draft payable to the Conversion Agent) in an amount equal to the interest payable on such interest payment date on the principal amount of such Security or portion thereof so converted. If the Company defaults in the payment of interest payable on such interest payment dateInterest Payment Date, the Company shall promptly repay such funds to such Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount Principal Amount at Issuance of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount Principal Amount at Issuance to the unconverted portion of the Security surrendered. If the last day on which Securities may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day. Except as otherwise stated in this Indenture, the Company will not make any payment in cash or Common Stock or any other adjustment for accrued and unpaid interest (including Contingent Cash Interest and Additional Interest) or accrued Principal Accretion on the Securities or dividends in connection with the issuance of any Common Stock issued upon conversion of the Securities. On conversion of a Security, except as otherwise stated herein, a Holder will not receive any cash payment or additional shares in respect thereof representing accrued Principal Accretion, accrued cash interest or any accrued Contingent Cash Interest. Delivery by the Company to the Holder of the full number of shares of Common Stock into which the Security is convertible, together with any cash payment for such Holder's fractional shares, will be deemed to satisfy the Company's obligation to pay the Principal Amount at Issuance of the Security and, except as otherwise stated in the Indenture, to satisfy its obligation to pay accrued Principal Accretion or any accrued and unpaid cash interest attributable to the period from the Issue Date through the Conversion Date. As a result, accrued Principal Accretion, any accrued cash interest or any accrued Contingent Cash Interest is deemed paid in full in connection with a conversion rather than cancelled, extinguished or forfeited. Notwithstanding anything else in the Indenture, accrued cash interest (including Contingent Cash Interest and Additional Interest), if any, and accrued Principal Accretion, if any, will be payable upon any conversion of the Securities at the option of the Holder made concurrently with or after acceleration of the Securities following an Event of Default under the Securities.
Appears in 1 contract
Samples: WCHS Licensee LLC
To convert. a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion ---------- Date." The Conversion Agent may assume that any Holder that delivers such conversion notice is entitled to convert the Security without independent investigation. As soon as practicable after the Conversion Date, but in any event no later than the fifth Business Day following the Conversion Date, the Company shall ---- deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 4.3403. The Company shall set forth the full number of shares and the amounts of the required cash in lieu of fractional shares in an Officers' Certificate delivered to the Conversion Agent. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary Applicable Procedures as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon Such such conversion as the record holder or holders of such shares of Common Stock on such date, but Such such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall ---------------- be at the Conversion Price Rate in effect on the Conversion Date as if the stock transfer books of the Company had not been closedclosed on such date. Upon conversion of a Security, such person shall no longer be deemed a Holder of such Security. No Securities surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date for an interest payment to the opening of business on the next succeeding Interest Payment Date (excluding Securities or adjustment will portions thereof called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be made for dividends or distributions accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on shares such Interest Payment Date on the aggregate Principal Amount at Issuance of Common Stock issued upon such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of Defaulted Interest by the Company. Accordingly, a SecurityHolder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. Except as otherwise provided in this Section 4.2402, no payment or adjustment will be made for accrued interest on a converted Security. If any Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name such Security was registered at the close of business on such record date; and, in such event, unless such Security has been called for redemption, such Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in the form of a check or draft payable to the Conversion Agent) in an amount equal to the interest payable on such interest payment date on the principal amount of such Security or portion thereof so converted. If the Company defaults in the payment of interest payable on such interest payment dateInterest Payment Date, the Company shall promptly repay such funds to such Holder. If Contingent Interest is payable to Holders of Securities during any particular Contingent Interest Period, and such Securities are converted after the applicable Regular Record Date therefor and prior to the next succeeding Interest Payment Date, holders of such Securities at the close of business on the Regular Record Date will receive the Contingent Interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Such Securities, upon surrender for conversion, must be accompanied by funds equal to the amount of Contingent Interest payable on the Principal Amount at Issuance of Securities so converted, unless such Securities have been called for redemption, in which case no such payment shall be required. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount Principal Amount at Issuance of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities converted. If the last day on which Securities may be converted is not a Business Day in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that is a Business Day.
Appears in 1 contract
Samples: Indenture (Jakks Pacific Inc)
To convert. a Security, a Holder must mus (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to a the Conversion Agent, Agent (b) surrender the Security to a the Conversion Agent, Agent (c) furnish appropriate endorsements and transfer documents if required by a the Registrar or a the Conversion Agent, and an (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion ---------- Date." As soon as practicable after the Conversion Date, the Company shall ---- deliver to the Holder through a the Conversion Agent a certificate for the number of whole shares of Common Stock issuable upon the conversion conversion, payment for accrued interest on such Security to the extent required by this Section 4.2 and cash in lieu of any fractional shares pursuant to Section 4.3. Anything herein to the contrary notwithstanding, in the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. The person in whose name the Common Stock certificate is registered shall be deemed to be a stockholder shareholder of record on the Conversion Date; provided, -------- however, that no surrender of a Security on any date when the stock transfer ------- books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive the shares of Common Stock upon Such such conversion as the record holder or holders of such shares of Common Stock on such date, but Such such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further provided, further, that such conversion shall ---------------- be at the Conversion Price in effect on the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such person shall no longer be a Holder of such Security. No payment or adjustment will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Security. Except as otherwise provided in this Section 4.2, no payment or adjustment will be made for accrued interest on a converted Security. Interest accrued through and including , [ ] shall be paid on any Security called for redemption pursuant to Article 3 and surrendered for conversion pursuant to this Article 4 before the close of business on , [ ]. If any Holder surrenders a Security for conversion after the close of business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date, then, notwithstanding such conversion, the interest payable on such interest payment date shall be paid to the Holder in whose name of such Security was registered at the close of business on such record date; and, in . In such event, unless such Security has been called for redemption, such Security, when surrendered for conversion, must be accompanied by delivery by such Holder of payment (which may be in the form of a check or draft payable to the Conversion Agent) Agent in an amount equal to the interest payable on such interest payment date on the principal amount of portion so converted. If such payment does not accompany such Security, the Security or portion thereof so shall not be converted. If the Company defaults in the payment of interest payable on such the interest payment date, the Company Conversion Agent shall promptly repay such funds to such the Holder. Nothing in this Section shall affect the right of a Holder in whose name any Security is registered at the close of business on a record date to receive the interest payable on such Security on the related interest payment date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.
Appears in 1 contract
