Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.
Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.
Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.
Prices & Rates Schedule means the Schedule containing details of the Contract Price.
Automatic Conversion Date has the meaning specified in Section 13.14(a).
Forced Conversion Date shall have the meaning set forth in Section 6(d).
Schedule of Rates means the priced Schedule of Rates forming part of the tender [where applicable].
Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.
Early Termination Schedule is defined in Section 4.2 of this Agreement.
Optional Conversion means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion.
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.
Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.
Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).
Make-Whole Fundamental Change Conversion Period has the following meaning:
Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the twenty (20) consecutive Trading Days immediately following the applicable Installment Date (each such period, a "Company Conversion Measuring Period"). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock the applicable such Company Conversion Measuring Period.
Mandatory Conversion Date has the meaning set forth in Section 7(a).
Continuation/Conversion Date means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.
Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding, (b) accrued but unpaid dividends and (c) all liquidated damages and other amounts due in respect of the Preferred Stock.
Early Opt-in Election means the occurrence of:
Date of Conversion Conversion Price:_______________________________________________________________ Shares To Be Delivered:_________________________________________________________ Signature:______________________________________________________________________ Print Name:_____________________________________________________________________ Address:________________________________________________________________________
Alternate Conversion Price means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 80% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.
Automatic Early Termination provision of Section 6(a) will not apply to Party A and will not apply to Party B.
Judgment Conversion Date as defined in subsection 10.8(a).
Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).
Forced Conversion Notice has the meaning set forth in Section 4.05(c) hereof.