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

  • The Trustee shall not be responsible or liable for implementing or monitoring any Conversion Shares Offer, nor for monitoring or enforcing the obligations of the Conversion Shares Depositary in respect thereof.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 Conversion Shares Offer Consideration shall be held on trust by the Conversion Shares Depositary for the Securityholders.

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.

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

  • 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.