Adjustment to Conversion Rate Upon Conversion Sample Clauses

The "Adjustment to Conversion Rate Upon Conversion" clause defines how and when the conversion rate for a security, such as a convertible note or preferred stock, may be modified at the time of conversion into common shares. Typically, this clause outlines specific events or conditions—such as stock splits, dividends, or subsequent financing rounds—that trigger an adjustment to ensure the holder receives a fair number of shares relative to their original investment. Its core practical function is to protect investors from dilution or unfavorable changes in share value, thereby maintaining the intended economic benefit of the conversion feature.
Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change.
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Adjustment to Conversion Rate Upon Conversion. In Connection With a Make Whole Fundamental Change or Notice of Redemption: The following table sets forth the number of additional shares of Common Stock, if any, by which the conversion rate will be increased for conversions in connection with a “make whole fundamental change” (as defined in the Preliminary Prospectus Supplement) or conversions of Notes that the Issuer calls for redemption prior to the maturity date of the Notes:
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Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change. (a) Increase in the Conversion Rate. If the Make-Whole Fundamental Change Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Conversion Rate of the Notes surrendered will increase by a number of additional shares of Common Stock (the “Additional Shares”), if any, calculated pursuant to Section 4.06(c) hereof and Schedule A hereto. A conversion of Notes will be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Make-Whole Fundamental Change Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th Trading Day immediately following the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change).
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Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Optional Redemption.
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Adjustment to Conversion Rate Upon Conversion upon a Make-Whole Fundamental Change or in connection with the Company’s Election to Redeem for Change in Tax Laws (a) If a Holder elects to convert Notes in connection with a Make-Whole Fundamental Change, the Conversion Rate shall be increased by a number of additional ADSs as described below. A conversion of the Notes by a Holder shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if such conversion occurs on or after the Make-Whole Reference Date and prior to the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for clause (A) under clause (2) of the definition of the Fundamental Change, the 35th Trading Day immediately following the Make-Whole Reference Date). (b) The Company shall notify the Holders and the Trustee of the Make-Whole Reference Date and issue a press release on such date no later than five Business Days after such Make-Whole Reference Date. (c) The number of additional ADSs per $1,000 principal amount of Notes by which the Conversion Rate shall be increased (the “Additional ADSs”) in the event of a Make-Whole Fundamental Change will be determined by the Company by reference to the table below, based on the date on which such Make-Whole Fundamental Change occurs or becomes effective (the “Make-Whole Reference Date”), and the price (the “ADS Price”) paid (or deemed to be paid) per ADS in the Make-Whole Reference Change. If holders of the ADSs receive only cash consideration for their ADSs (in a single per ADS amount, other than with respect to appraisal and similar rights) in connection with a Make-Whole Fundamental Change, the ADS Price will be the cash amount paid per ADS in such Make-Whole Fundamental Change. Otherwise, the ADS Price will be the average of the Last Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the applicable Make-Whole Reference Date. (d) The ADS Prices set forth in the first row of the table below (i.e. the column headers) will be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted ADS Price will equal the ADS Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the applicable Conversion Rate immediately prior to the adjustment ...
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Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or a Redemption Notice. (a) Increase in the Conversion Rate. If (i) a Holder elects to convert its Notes in connection with a Make-Whole Fundamental Change, or (ii) a Holder elects to convert its Notes at any time from, and including, a Redemption Notice Date as provided in Section 10.02 to the Close of Business on the Business Day immediately preceding the Redemption Date, then, in either case, the Company shall, to the extent provided herein, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 4.06. A conversion of Notes shall be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the relevant Conversion Notice is received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date or, if such Make-Whole Fundamental Change is not also a Fundamental Change, the 40th Scheduled Trading Day immediately following the Effective Date for such Make-Whole Fundamental Change (such period, the “Make-Whole Fundamental Change Period”).
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Adjustment to Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change. (a) Increase in the Conversion Rate. If a Make-Whole Fundamental Change occurs and a Purchaser elects to convert its Notes during the related Make-Whole Fundamental Change Period, then the Company shall, to the extent provided herein, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Adjustment Shares”), as described in this Section ‎4.6.
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Adjustment to Conversion Rate Upon Conversion upon a Make-Whole Fundamental Change or Prior to the Exercise of the Issuer’s Conversion Option Prior to February 1, 2020 (a) If (i) a Holder converts its Notes prior to the Company sending the Issuer’s Conversion Notice, prior to February 1, 2020 or (ii) a Holder elects to convert its Notes in connection with a Make-Whole Fundamental Change, then, in each case, the Conversion Rate of such Notes shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. A conversion shall be deemed to be “in connection with” a Make-Whole Fundamental Change if the Conversion Notice is received by the Conversion Agent during the period that begins on (and includes) the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Make-Whole Fundamental Change Effective Date”) and ends at the Close of Business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the exception provided in clause (2) of the definition thereof, the 35th Trading Day immediately following the Effective Date). In the event any conversion is both (x) “in connection with” a Make-Whole Fundamental Change and (y) prior to the Company sending the Issuer’s Conversion Notice, a Holder of the Notes to be converted will only be entitled to a single increase in the Conversion Rate by Additional Shares. In the event both a Make-Whole Fundamental Change has occurred and a Holder converts its Notes prior to the Company sending the Issuer’s Conversion Option, the determination of Additional Shares in Section 5.07(b) shall be determined based upon a conversion “in connection with” a Make-Whole Fundamental Change and not based upon a conversion prior to the Company sending the Issuer’s Conversion Notice. (b) For conversions prior to the Company sending the Issuer’s Conversion Notice, prior to February 1, 2020 and not in connection with a Make-Whole Fundamental Change, the number of Additional Shares will be increased by reference to the table below based on (i) an “Effective Date” that is the Conversion Date and (ii) a “Stock Price” that is equal to the greater of (A) $6.85 (as adjusted for events described in Section 5.07) and (B) the average of the Daily VWAPs of the Common Stock over the five (5) consecutive Trading Day period ending on last Trading Day prior to the applicable conversion date. For con...
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Related to Adjustment to Conversion Rate Upon Conversion

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Adjustments to Conversion Price (a) If the Company shall at any time while this Debenture is outstanding subdivide the outstanding shares of its Common Stock, the Conversion Price then in effect immediately before that subdivision shall be proportionately decreased, and if the Company shall at any time while this Debenture is outstanding combine the outstanding shares of Common Stock, the Conversion Price then in effect immediately before that combination shall be proportionately increased. Except as otherwise provided below, any adjustment under this Section 5.3 shall become effective at the close of business on the date the subdivision or combination becomes effective. A dividend on any security of the Company payable in Common Stock, or a split of the Company's Common Stock, shall be considered a subdivision of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such dividend or stock split. A reverse split of the Company's Common Stock shall be considered a combination of Common Stock for purposes of this Section 5.3 at the close of business on the record date with respect to such reverse stock split. (b) In the event the Company, at any time or from time to time while this Debenture is outstanding, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution with respect to the Company's Common Stock payable in securities of the Company other than shares of Common Stock, then and in each such event, provisions shall be made so that the Holder shall receive upon conversion hereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which he would have received had this Debenture been converted into Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by him. (c) If while this Debenture is outstanding, the Shares issuable upon conversion of this Debenture shall be changed into the same or a different number of shares of any other class or classes of stock of the Company, whether by recapitalization, reclassification or other exchange (other than a subdivision or combination of shares, or a capital reorganization, merger or sale of assets, provided for elsewhere in this Section 5.3), the Holder shall, upon the conversion of this Debenture, be entitled to receive, in lieu of the Shares which the Holder would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the Holder if he had exercised his right of conversion of this Debenture immediately before that change. (d) If while this Debenture is outstanding, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), or the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon conversion of this Debenture, during the period specified in this Debenture, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Shares deliverable upon conversion of this Debenture would have been entitled on such merger, consolidation or sale if this Debenture had been converted immediately before such merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5.3 with respect to the rights of the Holder after such merger, consolidation or sale to the end that the provisions of this Section 5.3 (including adjustments of the Conversion Price then in effect and number of shares purchasable upon conversion of this Debenture) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable. (e) The Company shall promptly and in any case not later than ten (10) days after the date of any adjustment of the Conversion Price give written notice of such adjustment and the number of Shares or other securities issuable upon conversion of this Debenture, by first-class mail, postage prepaid, to the registered Holder at the Holder's address as shown on the Debenture Register. The certificate shall state such adjustment and show in reasonable detail the facts on which such adjustment is based. (f) The form of this Debenture need not be changed because of any adjustment in the Conversion Price or in the number of Shares issuable upon its conversion. A Debenture issued after any adjustment on any partial conversion or upon replacement may continue to express the same Conversion Price and the same number of Shares (appropriately reduced in the case of partial conversion) as are stated on this Debenture as initially issued, and that Conversion Price and that number of Shares shall be considered to have been so changed as of the close of business on the date of the adjustment.

  • Settlement Upon Conversion The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion. (i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number. (ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser. (iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion. (iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9. (v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system. (vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Conversion Limitation The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).