New Conversion Condition definition

New Conversion Condition means the condition that will be satisfied if by not later than seven business days following the completion of a Takeover Event where the Acquirer is an Approved Entity, we have entered into arrangements to our satisfaction with the Approved Entity pursuant to which the Approved Entity irrevocably undertakes to the trustee, for the benefit of the securityholders, to (i) deliver the Approved Entity Shares to the Conversion Shares Depository upon a conversion of the Securities and (ii) ensure that, for so long as the Securities are outstanding, its ordinary share capital shall continue to constitute Approved Entity Shares, pursuant to, and subject to the conditions specified under, “—Qualifying Takeover Event.”
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New Conversion Condition means the condition that shall be satisfied if (a) by not later than seven (7) Business Days following the completion of a Takeover Event where the Acquirer is an Approved Entity, there shall be arrangements in place for the Approved Entity to provide for issuance of Approved Entity Shares following an Automatic Conversion of the Securities on terms mutatis mutandis identical to the provisions under Section 2.07 below, and (b) the Company, in its sole and absolute discretion has determined that such arrangements are in the best interest of the Company and its shareholders taken as a whole having regard to the interests of its stakeholders (including, but not limited to, the Holders of the Securities) and are consistent with applicable law and regulation (including, but not limited to, the guidance of any applicable regulatory body).
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New Conversion Condition means the condition that shall be satisfied if (a) by not later than seven (7) Business Days following the completion of a Takeover Event where the Acquirer is an Approved Entity, there shall be arrangements in place for the Approved Entity to provide for issuance of Approved Entity Shares following an Automatic Conversion of the Securities on terms mutatis mutandis identical to the provisions under Section 2.15 below and (b) the Company, in its sole and absolute discretion has determined that such arrangements are in the best interest of the Company and its shareholders taken as a whole having regard to the interests of its stakeholders (including, but not limited to, the Holders of the Securities) and are consistent with applicable law and regulation (including, without limitation to, the guidance of any applicable regulatory body).
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Examples of New Conversion Condition in a sentence

  • A Qualifying Relevant Event requires the New Conversion Condition to be satisfied.

  • In particular, there will be no adjustment to the Conversion Price if a Non-Qualifying Relevant Event such as an acquisition of LBG by an entity that is not an Approved Entity or the New Conversion Condition is not satisfied.

  • Subsection (1)(b)Notification is required for reconstruction or replacement of crossing structures on any streams.

  • For the New Conversion Condition to be satisfied, LBG and the Acquiror must, not later than seven days following the occurrence of a Relevant Event, enter into arrangements to the satisfaction of LBG for delivery of the Relevant Shares upon a Conversion of the Additional Tier 1Securities.

  • If the Issuer and the Acquiror are unable to enter into such arrangements within this timeframe, the New Conversion Condition would not be satisfied.In the case of a Non-Qualifying Relevant Event, the Securities will not be subject to Conversion unless the Conversion Trigger Event occurs prior to the occurrence of the Relevant Event.

  • A Qualifying Takeover Event requires the New Conversion Condition to be satisfied.

  • If LBG and the Acquiror are unable to enter into such arrangements within this timeframe, the New Conversion Condition would not be satisfied.In the case of a Non-Qualifying Relevant Event, the Additional Tier 1 Securities will not be subject to Conversion unless the Conversion Date occurs prior to the occurrence of the Relevant Event.

  • If LBG and the Acquirer are unable to enter into such arrangements within this timeframe, the New Conversion Condition would not be satisfied.In the case of a Non-Qualifying Relevant Event, the Additional Tier 1 Securities will not be subject to Automatic Conversion unless the Conversion Date occurs prior to the occurrence of the Non- Qualifying Relevant Event.

  • For the New Conversion Condition to be satisfied, LBG and the Acquirer must, not later than seven calendar days following the occurrence of a Relevant Event, enter into arrangements to the satisfaction of LBG for delivery of the Relevant Shares following the Automatic Conversion.

  • If the Issuer and the Acquiror are unable to enter into such arrangements, the New Conversion Condition would not be satisfied.In the case of a Non-Qualifying Relevant Event, the Securities will not be subject to Conversion unless the Trigger Event occurs prior to the occurrence of the Relevant Event.


More Definitions of New Conversion Condition

New Conversion Condition shall be satisfied if by not later than seven calendar days following the occurrence of a Relevant Event where the Acquirer is an Approved Entity, the Company shall have entered into arrangements to the Company’s satisfaction with the Approved Entity pursuant to which the Approved Entity irrevocably undertakes to the Trustee, for the benefit of the Holders and Beneficial Owners, to deliver the Relevant Shares to the Settlement Share Depository upon Automatic Conversion.
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New Conversion Condition shall be satisfied if by not later than seven calendar days following the occurrence of a Takeover Event where the Acquirer is an Approved Entity, the Company shall have entered into arrangements to the Company’s satisfaction with the Approved Entity pursuant to which the Approved Entity irrevocably undertakes to the Trustee, for the benefit of the Holders and Beneficial Owners, to deliver the Relevant Shares to the Settlement Share Depository upon Automatic Conversion.
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New Conversion Condition means, if by no later than seven Business Days following the occurrence of a Takeover Event where the Acquirer is an Approved Entity, the Issuer shall have entered into such agreements and arrangements, to the satisfaction of the Initial Holder for so long as the Initial Holder is a holder of 100 per cent. of the CCNs, with the Approved Entity to procure the delivery of the Approved Entity Shares to the Holders upon the occurrence of a Conversion Event on terms mutatis mutandis identical to the provisions of Condition 4;
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New Conversion Condition means, if by no later than seven Business Days following the occurrence of a Takeover Event where the Acquirer is an Approved Entity, the Issuer shall have entered into agreements and arrangements, to the satisfaction of the Initial Holder for so long as the Initial Holder is a holder of 100 per cent. of the CCNs, with the Approved Entity for delivery of the Approved Entity Shares upon the occurrence of a Conversion Event on terms mutatis mutandis identical to the provisions of Condition 4;
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New Conversion Condition means the condition that shall be satisfied if (a) by not later than seven (7) business days following the completion of a Takeover Event where the Acquirer is an Approved Entity, there shall be arrangements in place for the Approved Entity to provide for issuance of Approved Entity Shares following an Automatic Conversion or Optional Conversion of the Bonds on terms mutatis mutandis identical to clause 11.1 (Automatic Conversion upon Trigger Event) or clause 11.3 (Conversion at the option of the Holders) as the case may be and (b) such arrangements are consistent with applicable law and regulation (including, but not limited to, the approval of any applicable regulatory body);
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New Conversion Condition shall be satisfied if by not later than seven days following the occurrence of a Relevant Event where the Acquiror is an Approved Entity, the Issuer shall have entered into arrangements to its satisfaction with the Approved Entity pursuant to which the Approved Entity irrevocably undertakes to the Trustee, for the benefit of the AT1 Securityholders, to deliver the Relevant Shares to the Settlement Shares Depositary upon a Conversion of the AT1 Securities, all as contemplated in Condition 7(j)(i).
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Related to New Conversion Condition

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Conversion condominium means a condominium containing structures which before the recording of the declaration, were wholly or partially occupied by persons other than those who have contracted for the purchase of condominium units and those who occupy with the consent of such purchasers.

  • Conversion Floor Price Condition means that the relevant Alternate Conversion Price is being determined based on clause (x) of such definitions.

  • 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.

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

  • Optional Conversion means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion.

  • Major conversion means a conversion of an existing ship:

  • 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.

  • Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption, the shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an eight percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market for the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive of any grace period) all of its SEC Reports during the time period in question. 3

  • 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:

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

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

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • Forced Conversion Notice shall have the meaning set forth in Section 6(d).

  • Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).

  • Continuation/Conversion Date means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.

  • 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.

  • 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.

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

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

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

  • 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.

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.