Convertible Note Exchange Offer definition

Convertible Note Exchange Offer means the exchange offer offered to the Convertible Note Holders to exchange their Convertible Notes for New Convertible Notes subject to the New Convertible Note Indenture and upon such terms and conditions as are reasonably satisfactory to Emergent, PJC and the Consenting Convertible Note Holders, including without limitation (a) the condition that the holders of not less than 98% of the aggregate outstanding principal amount of the Convertible Notes validly accept and exchange all of the Convertible Notes they hold pursuant to such exchange offer (which condition may only be waived with PJC’s prior written consent in its sole discretion), (b) provisions pursuant to which the accrued and unpaid interest due to each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer to, but not including the Closing Date, shall be deemed capitalized as of the Closing Date and deemed added to the aggregate principal amount of Convertible Notes tendered by such Convertible Note Holder that participates in the Convertible Note Exchange Offer and (c) provisions pursuant to which (i) each Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer may elect to purchase Shares pursuant to the Common Stock Purchase Agreement on a pro rata basis based on its holdings of Convertible Notes and (ii) each such Convertible Note Holder may oversubscribe to purchase Shares that are not purchased by other Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer, provided that in no case may the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer purchase more than 40,000,000 shares of Shares pursuant to the Common Stock Purchase Agreement.
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Convertible Note Exchange Offer set forth in Section 1.1 of the Agreement shall be amended and restated in its entirety as follows:
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Examples of Convertible Note Exchange Offer in a sentence

  • Conversion Limitation To the extent required under NYSE Rule 312.03, until stockholder approval (the “Stockholder Approval”) under NYSE Rule 312.03 is obtained for the issuance of all of the Conversion Shares, the aggregate number of shares of Company Common Stock that may be issued upon conversion of the New Convertible Notes shall not exceed a number equal to 19.99% of the outstanding shares of Company Common Stock as of the date of commencement of the Convertible Note Exchange Offer.

  • The Company shall use all commercially reasonable efforts to cause the New Convertible Notes issued to Supporting Convertible Noteholders to trade under the same CUSIP number as the New Convertible Notes issued to other holders in the Convertible Note Exchange Offer.

  • Except as provided in the Transaction Support Agreements, the Convertible Note Exchange Offer may not be withdrawn prior to June 30, 2016 and may not remain open after June 30, 2016.

  • Pursuant to the Converts Registration Rights Agreement, the Company will use all commercially reasonable efforts to file the New Converts Registration Statement as soon as practicable after the filing of its Annual Report on Form 10-K for the year ended December 31, 2015 (but not later than the fifth business day after such filing) and to have the New Converts Registration Statement declared effective by the SEC at or prior to the expiration date of the Convertible Note Exchange Offer.

  • Exchange Consideration For each $1,000 principal amount of Existing Convertible Notes validly tendered (and not withdrawn) in the Registered Convertible Note Exchange Offer or exchanged pursuant to a Private Convertible Note Exchange, an exchanging holder of Existing Convertible Notes (an “Exchanging Convertible Noteholder”) shall receive $700 principal amount of New Convertible Notes.

  • Conversion Limitation To the extent required under NYSE Rule 312.03, until stockholder approval (the “Stockholder Approval”) under NYSE Rule 312.03 is obtained for the issuance of all of the Conversion Shares, the aggregate number of shares of Company Common Stock that may be issued upon conversion of the New Convertible Notes shall not exceed a number equal to 19.99% of the outstanding shares of Company Common Stock as of the date of commencement of the Registered Convertible Note Exchange Offer.

  • Conditions The Convertible Note Exchange Offer shall also be subject to customary conditions precedent.