Conversion Rate Cap definition

Conversion Rate Cap shall have the meaning specified in Section 15.12.
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Conversion Rate Cap. As set forth under the caption “Conversion Rate — Conversion Procedures” of the preliminary offering memorandum, a cap (the beneficial conversion cap) equal to 15.1906 shares per $1,000 principal amount of notes for adjustments to the conversion rate, subject to the adjustments identified in the preliminary offering memorandum. Contingent Conversion Trigger: initially $109.11 (130% of the initial conversion price per share of common stock).
Sample 1
Conversion Rate Cap. As set forth under the caption “Conversion Rate — Conversion Procedures” of the preliminary prospectus, a cap (the beneficial conversion cap) equal to 25.3164 for adjustments to the conversion rate, subject to the adjustments identified in the preliminary prospectus. Contingent Conversion Trigger: $65.47 (130% of the initial conversion price per share of common stock).
Sample 1

Examples of Conversion Rate Cap in a sentence

  • If such action would not result in a violation of NASD Rule 4350, then the Conversion Rate Cap shall not apply to such action taken by the Company.

  • The Company shall not take any action if, as a result of such action, the adjustment to the Conversion Rate that would otherwise be made pursuant to the provisions of 10.09 or 10.10 would be limited by the Conversion Rate Cap, unless such action would not result in a violation of NASD Rule 4350 as such rule or successor to such rule may be then in effect and interpreted by the NASD.

  • The Company shall not take any action if, as a result of such action, the adjustment to the Conversion Rate that would otherwise be made pursuant to the provisions of clauses (6) or (7) of Section 4.06(a) would be limited by the Conversion Rate Cap, unless such action would not result in a violation of the NASD Rule 4350 as such rule or successor to such rule may be then in effect and interpreted by the NASD.

  • For each increase in the Base Conversion Rate for Notes converted in connection with a Make-Whole Fundamental Change pursuant to this Section 14.03, the Incremental Share Factor will be proportionately increased as set forth in Section 14.04, subject to the Conversion Rate Cap set forth in the immediately succeeding paragraph.

  • Notwithstanding the foregoing paragraph, in no event shall the Conversion Rate exceed the Conversion Rate Cap.

  • Both the Base Conversion Rate and the Conversion Rate are subject to the Conversion Rate Cap as provided in this Indenture.

  • Conversion Rate Cap: Certain listing standards of The NASDAQ Global Select Market limit the amount of shares of common stock we may issue upon conversion of the notes.

  • Further, notwithstanding anything in this Article 10 (subject only to the provisions of the second succeeding sentence), the conversion rate shall not exceed 1,007.2226 per $1,000 principal amount of the Notes, other than as a result of adjustments to the Conversion Rate in the manner set forth in Sections 10.06, 10.07 and 10.08 (such limitations herein referred to as the "Conversion Rate Cap").

  • In addition, no adjustment to the Conversion Rate Cap will be made if such adjustment would result in a change in the Conversion Rate Cap of less than one cent ($0.01).

  • In the event that the Corporation at any time or from time to time after the Initial Issuance Date effects a subdivision or combination of its outstanding Common Stock into a greater or lesser number of shares, then and in each such event the Conversion Rate Cap will be increased or decreased proportionately.


More Definitions of Conversion Rate Cap

Conversion Rate Cap shall have the meaning specified in Section 10.04(f).
Sample 1
Conversion Rate Cap means a number of shares of Common Stock per $1,000 principal amount of Notes equal to a fraction, rounded down to the nearest 1/10,000th of a share, (i) whose numerator is $1,000 and (ii) whose denominator is the Last Reported Sale Price per share of Common Stock on February 4, 2015; provided, however, that the Conversion Rate Cap shall be subject to adjustment in the same manner, at the same time and for the same events for which the Conversion Rate must be adjusted as set forth in Section 10.05 hereof.
Sample 1

Related to Conversion Rate Cap

  • Conversion Rate shall have the meaning specified in Section 14.01(a).

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.

  • Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.

  • 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:

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • 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.

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

  • 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.

  • Conversion Amount means the sum of the Stated Value at issue.

  • 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.

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Automatic Conversion Date shall have the meaning specified in Section 15.12(a).

  • Conversion Period means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Conversion Value means, with respect to Convertible Capital Appreciation Bonds, the Accreted Value as of the Conversion Date.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.