Conversion Shares Depositary definition

Conversion Shares Depositary means a reputable financial institution, trust company or similar entity (which in each such case is wholly independent of the Issuer) to be appointed by the Issuer on or prior to any date when a function ascribed to the Conversion Shares Depositary in these Conditions is required to be performed to perform such functions and that will hold the Ordinary Shares (and any Conversion Shares Offer Consideration) on trust for the Securityholders in one or more segregated accounts, unless otherwise required to be transferred out of such accounts for the purposes of the Conversion Shares Offer, and otherwise on terms consistent with these Conditions;
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Conversion Shares Depositary means a financial institution, trust company, depositary entity, nominee entity or similar entity (which in each such case is wholly independent of the Issuer) to be appointed by the Issuer on or prior to any date when a function ascribed to the Conversion Shares Depositary in these Conditions is required to be performed, to perform such functions and which as a condition of such appointment, will be required to undertake, for the benefit of the Noteholders, to hold the Conversion Shares on behalf of such Noteholders in one or more segregated accounts and, in any event, on terms consistent with these Conditions;
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Examples of Conversion Shares Depositary in a sentence

  • YMCA would control field lighting, no outside concession sales (or vehicles) would be permitted on the fields, the YMCA would commit to continue operations through December 2022 and the YMCA would provide unaudited quarterly reports.Regular Meeting – Regular Council Minutes October 16, 2018 Councilor Shapera asked to have included in the contract that the City would be able to use the fields at no charge and Mr. Russo stated it will be included.

  • Following Automatic Conversion and delivery of the Conversion Shares to the Conversion Shares Depositary, Holders must look to the Conversion Shares Depositary (or such other recipient of the Conversion Shares, as set out above) for any Conversion Shares or Conversion Shares Offer Consideration due to them at the relevant time.

  • A Securityholder must pay any taxes and capital, stamp, issue and registration and transfer taxes or duties arising on Conversion in connection with the issue and delivery of Ordinary Shares to the Conversion Shares Depositary on behalf of such Securityholder and such Securityholder must pay all, if any, such taxes or duties arising by reference to any disposal or deemed disposal of such Securityholder’s Securities or interest therein.

  • The Issuer shall not have any liability for the performance of the obligations of the Conversion Shares Depositary.In addition, the Issuer has not yet appointed a Conversion Shares Depositary and the Issuer may not be able to appoint a Conversion Shares Depositary if Conversion occurs.

  • If a Trigger Event occurs at any time, then an Automatic Conversion will occur on the Conversion Date at which point all of the Issuer's obligations under the Notes shall be irrevocably and automatically released by the Holders in consideration of the Issuer's issuance of the Conversion Shares to the Conversion Shares Depositary on the Conversion Date at the then prevailing Conversion Price.

  • In order to obtain delivery of the Ordinary Shares or Conversion Shares Offer Consideration, as applicable, following Conversion, a Securityholder must deliver a Conversion Shares Settlement Notice (and the relevant Securities, if applicable) to the Conversion Shares Depositary.

  • Following the Conversion Trigger Event, the relevant Ordinary Shares will be issued and delivered by the Issuer to the Conversion Shares Depositary, which subject to a Conversion Shares Offer, will hold the Ordinary Shares on behalf of the Securityholders.

  • For example, such arrangements may involve Securityholders having to wait longer to receive their Ordinary Shares or Conversion Shares Offer Consideration than would be the case under the arrangements expected to be entered into with a Conversion Shares Depositary.

  • If a Securityholder fails to properly complete and deliver a Conversion Shares Settlement Notice on or before the Notice Cut-off Date, the Conversion Shares Depositary shall continue to hold the relevant Ordinary Shares or the Conversion Shares Offer Consideration, as the case may be, until a Conversion Shares Settlement Notice (and the relevant Securities, if applicable) is or are so validly delivered.

  • The Issuer will not be a trustee of any such cash and the Issuer shall have no liability to any Noteholder for any loss resulting from such Noteholder not receiving any Conversion Shares, the relevant Conversion Shares Offer Consideration or the cash proceeds from any such sale(s) as aforesaid (as applicable).The Trustee shall not be responsible for monitoring or enforcing the obligations of the Conversion Shares Depositary.

Related to Conversion Shares Depositary

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • DWAC Shares means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • Warrant ADSs means ADSs representing Warrant Shares.

  • CDS Global Warrants means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

  • Book-Entry Preferred Security means a Preferred Security, the ownership and transfers of which shall be made through book entries by a Depositary.

  • Legended Regulation S Global Note means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Series A Preference Shares means the Series A Preference Shares of the Company, par value US$0.0001 per share.

  • Unlegended Regulation S Global Note means a permanent Global Note in the form of Exhibit A bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Book Entry Warrants means Warrants that are to be held only by or on behalf of the Depository;

  • Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.

  • Exchanged Shares has the meaning ascribed thereto in Section 2.1.

  • Regulation S Global Securities means one or more permanent global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Commitment Shares shall have the meaning set forth in Section 12.04.