Automatic Conversion means the irrevocable and automatic release of all of the Issuer’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Issuer’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the holders of the Securities) or to the relevant recipient, in accordance with the terms of the Securities.
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:
Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).
Conversion and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.
Automatic Conversion Date shall have the meaning specified in Section 15.12(a).
Maximum Common Stock Issuance shall have the meaning specified in Section 2(H).
Continuation/Conversion Date means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.
Exempt Issuance means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.
Mandatory Conversion Date has the meaning set forth in Section 7(a).
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.
Issuance Price means the Sales Price less the Selling Commission.
Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.
Mandatory Conversion shall have the meaning set forth in Section 6.
Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.
Major conversion means a conversion of an existing ship:
Conversion Value means, with respect to Convertible Capital Appreciation Bonds, the Accreted Value as of the Conversion Date.
Issuance Amount means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.
Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.
Series Issuance Date means, with respect to any Series, the date on which the Notes of such Series are to be originally issued in accordance with Section 2.12 and the related Indenture Supplement.
Base Conversion Price shall have the meaning set forth in Section 5(b).
Term Loan Conversion Date means the Termination Date on which all Revolving Credit Advances outstanding on such date are converted into a term loan pursuant to Section 2.06.
Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
Dilutive Issuance shall have the meaning set forth in Section 5(b).
Conversion therapy means any practice or treatment as defined in § 54.1-2409.5 A of the Code of Virginia.