Viability Event Conversion Clause Samples

Viability Event Conversion. (i) Upon the occurrence of a Viability Event, (A) the Issuer or the Guarantor shall give a Viability Event Notice to the Holders in accordance with Condition 12 within three Business Days of the date on which such Viability Event occurred; and (B) each outstanding MACCS shall be converted, and, if applicable, each Holder shall be deemed to have exercised its right to convert the MACCS held by such Holder, on the applicable Conversion Date into such number of Shares as is equal to the Conversion Ratio in effect on such Conversion Date (subject as set out in Condition 3 (a) in respect of a Holder holding more than one MACCS) (such conversion, a Viability Event Conversion), and such Shares (and cash payments for Fractions, if any) shall be delivered in accordance with Condition 3 (d). (ii) A Viability Event shall be deemed to have occurred if: (A) the Regulator has notified CSG that it has determined that conversion of the MACCS is, because customary measures to improve CSG’s capital adequacy are at the time inadequate or unfeasible, an essential requirement to prevent CSG from becoming insolvent, bankrupt or unable to pay a material part of its debts as they fall due, or from ceasing to carry on its business; or (B) customary measures to improve CSG’s capital adequacy being at the time inadequate or unfeasible, CSG has received an irrevocable commitment of extraordinary support from the Public Sector (beyond customary transactions and arrangements in the ordinary course) that has, or imminently will have, the effect of improving CSG’s capital adequacy and without which, in the determination of the Regulator, CSG would have become insolvent, bankrupt, unable to pay a material part of its debts as they fall due or unable to carry on its business; or (C) the Capital Ratio contained in any Interim Capital Report in respect of an Interim Report Date is below five per cent. and, as a consequence, the conversion into equity or write off of any or all Progressive Capital Instruments in issue at such time occurs or, in the determination of the Regulator, would have occurred but for conversion of the MACCS.