Company Conversion Option Clause Samples

Company Conversion Option. (a) The Company may elect at its option to cause all or any portion of the Notes to be mandatorily converted in whole or in part (the “Company Conversion Option”) at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, if the Last Reported Sale Price of the Common Stock equals or exceeds 120% of the Conversion Price then in effect for at least 10 Trading Days in any 20 Trading Day period (any such period, a “Mandatory Conversion Trigger Period”), ending within five Business Days prior to the Mandatory Conversion Notice Date. For the avoidance of doubt, the Company may exercise its right to cause more than one Company Conversion Option during the term of the Indenture so long as it complies with the other requirements of this Section 14.03. (b) Notwithstanding the foregoing, the Company may only exercise the Company Conversion Option pursuant to Section 14.03(a) if, as evidenced by an Officer’s Certificate, each of the Equity Conditions are satisfied on each day during the Equity Conditions Measuring Period. (c) In order to exercise the Company Conversion Option pursuant to Section 14.03(a), the Company or, at the written request and expense of the Company, the Trustee on behalf of the Company, shall deliver to each Holder a notice (a “Mandatory Conversion Notice”) of exercise of the Company Conversion Option within five Business Days after the end of the applicable Mandatory Conversion Trigger Period (the date such Mandatory Conversion Notice is sent to the Holders in the manner herein provided, the “Mandatory Conversion Notice Date”). The Company will select the date on which the Notes will be converted pursuant to the Company Conversion Option, which shall be not more than 30 Trading Days but not less than 3 Trading Days after the Mandatory Conversion Notice Date (such date, the “Mandatory Conversion Date”). The Company shall also deliver a copy of such Mandatory Conversion Notice to the Trustee concurrently with the delivery thereof to the Holders to the extent that the Trustee does not deliver such Mandatory Conversion Notice on behalf of the Company. If such Mandatory Conversion Notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Mandatory Conversion Notice to the Trustee. The Mandatory Conversion Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not any Holder receives such Mandatory Conv...

Company Conversion Option. Subject to and upon the compliance with the provisions of this Article, the Company is entitled, at any time after the fifth (5th) anniversary of the date of this Debenture that the weighted average Closing Sale Price of the Common Shares for 20 consecutive Trading Days (the "Reference Period") ending on the Trading Day immediately prior to the day which the Company sends out a notice of conversion pursuant to Section 1206, exceeds NINETEEN Canadian Dollars (Cdn$19) per Common Share, as adjusted in certain instances as provided in this Article Twelve (the "Company Conversion Threshold"), at its option (the "Company Conversion Option"), in whole or in part, to require the Holder to convert the Debentures held by such Holder into that number of fully paid and non-assessable Common Shares as calculated by such quotient where the numerator is the principal amount of the Debenture to be converted and the denominator is the Conversion Price multiplied by the Exchange Rate. As used in this Debenture, "weighted average" of the Closing Sale Price of the Common Shares shall be calculated as the sum of the product of the Closing Sale Price multiplied by the Trading Volume of the Common Shares on The Toronto Stock Exchange (or such successor exchange) of each Trading Day within the Reference Period divided by the total Trading Volume of the Common Shares on The Toronto Stock Exchange (or such successor exchange) during the Reference Period.

Company Conversion Option. Whenever the Company shall elect to convert all of the shares of deposited Preferred Stock in accordance with the provisions of the Certificate of Designation, it shall notify the Depository prior to the opening of business on the fifth business day following the date on which the conditions set forth to the exercise of the Company’s election to convert shall have been satisfied. The conversion date shall be on the date that the Company issues a press release announcing its intention to exercise its conversion option in accordance with the Certificate of Designation and the date of the issuance of such press release shall be the Record Date for such conversion. In addition to any information required by applicable law or regulation, the Company’s notice of the Company’s election to convert shall state, as appropriate: (i) the conversion date (which shall be the Record Date); (ii) the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock and each Depositary Share; and (ii) that dividends on the Preferred Stock and the Depositary Shares to be converted shall cease to accrue for that dividend period on the conversion date. Such notice shall be provided to the Record holders by the Depository within five business days of receipt. Within five business days of the receipt of such notice, the Depository shall (i) forward such notice to the Record holders, and (ii) surrender to the Company all of the shares of the Preferred Stock held by the Depository and the Company shall thereafter issue and shall deliver or cause to be issued and delivered to the Depository, or to such other person on such Depository’s written order, (x) certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which the Depository, or the Depository’s transferee, shall be entitled and (y) cash in lieu of any fractional share of Common Stock, all as provided in the Certificate of Designation. Upon receipt of the notice from the Depository, each Record holder shall surrender all of the holder’s Receipts and upon the receipt thereof the Depository shall deliver to the Record holder (i) certificates representing the number of shares of Common Stock the holder is entitled to receive and (ii) cash in lieu of any fractional share of Common Stock. The Depository shall, to the extent permitted by law, return or repay to the Company any shares of Common Stock or funds deposited by or for the account of t...

Company Conversion Option. So long as no Event of Default has occurred and is continuing and subject to the proviso at the end of this sentence, at any time during the period beginning after the 8-K Filing and ending on the close of business on the second trading day immediately prior to the Maturity Date, the Company may from time to time, at its sole election, convert (the “Optional Conversion Right”) all or a portion of the Applicable Amount of the Note into a number of duly authorized, validly issued, fully paid and non-assessable shares of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), equal to the quotient produced by dividing the (i) Current Principal Amount being converted plus PIK Interest thereon that would accrue through the Maturity Date by (ii) the average of the volume weighted average sale price of one share of Common Stock as reported on the New York Stock Exchange for the five (5) consecutive trading day period ending on the last trading day immediately preceding the date of conversion; provided, however, that such shares of Common Stock are Freely Tradeable at issuance and no stockholder approval contemplated by Section 312.03 of the NYSE Listed Company Manual is required with respect to the issuance of any such shares of Common Stock. The “Applicable Amount” means 20.0% of the Current Principal Amount of the Note as of the date of the Letter Agreement plus PIK Interest thereon that would accrue through the Maturity Date. The Company will pay or deliver, as applicable, the shares of Common Stock (and any cash due pursuant to Section 4(g)(ii)) upon any such conversion of this Note to the Investor on or before the second business day immediately after the date of any such conversion. Following an exercise of the Optional Conversion Right, the Company may only subsequently exercise the Optional DOCPROPERTY "CUS_DocIDChunk0" 102764718.1 Conversion Right after all shares of Common Stock previously issued to the Investor pursuant to such prior conversion have been sold pursuant to the Plan.”

Company Conversion Option. We may, at our option, cause the Series C Preferred Shares to be automatically converted into that number of common shares that are issuable at the then prevailing conversion rate (the “Company Conversion Option”) in the following circumstances. We may exercise our conversion right only if, for at least twenty (20) trading days within any period of thirty (30) consecutive trading days (including the last trading day of such period), the closing price of the common shares equals or exceeds 125% of the then prevailing conversion price of the Series C Preferred Shares. In addition, if there are fewer than 25,000 Series C Preferred Shares outstanding, we may, at our option, cause all of the outstanding Series C Preferred Shares to be automatically converted into that number of common shares equal to $50.00 divided by the lesser of the then prevailing conversion price and the current market price for the five trading day period ending on the second trading day immediately prior to the conversion date.

Company Conversion Option. (a) If the average of the closing trade prices for the Common Stock (as reported by Bloomberg Financial Markets) for the 15 consecutive trading days commencing on the day after the Registration Statement is declared effective (the "Conversion Option Period"), is greater than or equal to $12.50 (adjusted for any stock split, stock dividend, combination, reclassification or other similar events), then the Company may require the Holder to convert up to $2,500,000 of principal amount of this Note in accordance with this Article III (a "Company Conversion"). The Company Conversion shall be made ratably among Holders in proportion to the principal amount of Notes. (b) The Company may effect a Company Conversion by delivery of written notice to such effect to the Holders (a "Company Conversion Notice") on or before the 10th day following the last day of the Conversion Option Period. The Company may not deliver a Company Conversion Notice or effect a Company Conversion unless (a) the Registration Statement is and has been effective and available for use by the Holders for the resale of all shares of Common Stock issuable hereunder and pursuant to the Warrants during and since the Conversion Option Period, (b) the shares of Common Stock issuable hereunder and pursuant to the Warrants are listed for trading on Nasdaq, Nasdaq NMS or NYSE and have been reserved for issuance in accordance with the Reserved Amount requirement of Section 4.1 hereof, (c) no Event of Default has occurred or is continuing. (h) Section 8.10 is hereby deleted in its entirety and the following is substituted therefor:

Company Conversion Option. (i) If the Trust exercises the Company Conversion Option, whether the Company Conversion Option Date is prior to, on or after the Dividend Record Date for the current period, all unpaid dividend which are in arrears as of the Company Conversion Option Date shall be payable to the holder of the converted shares. (ii) If the Trust exercises the Company Conversion Option and the Company Conversion Option Date is a date that is prior to the close of business on any Dividend Record Date, the holder shall not be entitled to receive any portion of the dividend payable for such period on such converted shares on the corresponding Dividend Payment Date. (iii) If the Trust exercises the Company Conversion Option and the Company Conversion Option Date is a date that is on, or after the close of business on, any Dividend Record Date and prior to the close of business on the corresponding Dividend Payment Date, all dividends, including accrued and unpaid dividends, whether or not in arrears, with respect to the Series C Preferred Shares called for conversion on such date, shall be payable on such Dividend Payment Date to the record holder of such shares on such record date.

Company Conversion Option. If at any time after the Funding Date the last closing bid price of a share of the Company’s Common Stock as reported on the Nasdaq for ten (10) consecutive Trading Days or the average closing bid price of a share of the Company’s Common Stock as reported on the Nasdaq for the thirty Trading Days immediately preceding such date is equal to or exceeds $66.00 (the “Company Conversion Option Price” and, together with the Holder Conversion Option Price, the “Conversion Option Prices”), the Company may prepay this Note, subject to the Holder’s consent, through conversion of the then outstanding Principal Amount and/or Accrued Interest thereon into shares of the Company’s Common Stock, in whole or in part, by delivering written notice on such date (each, a “Company Conversion Date”) to the Holder specifying the Principal Amount and/or Accrued Interest thereon of this Note that the Company is so converting and the date of such conversion, which date shall not be less than three (3) Trading Days from the Company Conversion Date. The Holder shall not unreasonably withhold or delay its consent.

Company Conversion Option. On or after April 10, 2012, we may exercise the Company Conversion Option only if the closing sale price per share of our common stock equals or exceeds 130% of the then-applicable conversion price of the Series C Convertible Preferred Stock for at least 20 trading days in a period of 30 consecutive trading days (including the last trading day of such period) ending on the trading day immediately prior to our issuance of a press release announcing the exercise of the Company Conversion Option. Adjustment to Conversion Rate Upon Certain Fundamental Changes: The following table sets forth the number of additional common shares per $25.00 liquidation preference per share of Series C Convertible Preferred Stock that will be issued as a make-whole premium under certain circumstances: April 10, 2007 0.1033 0.0784 0.0573 0.0416 0.0297 0.0208 0.0141 0.0091 0.0054 0.0028 0.0011 March 31, 2008 0.1033 0.0768 0.0557 0.0401 0.0284 0.0197 0.0132 0.0083 0.0049 0.0024 0.0008 March 31, 2009 0.1033 0.0746 0.0535 0.0379 0.0265 0.0180 0.0118 0.0072 0.0040 0.0018 0.0004 March 31, 2010 0.1033 0.0721 0.0507 0.0351 0.0237 0.0155 0.0097 0.0056 0.0028 0.0010 0.0000 March 31, 2011 0.1033 0.0698 0.0474 0.0311 0.0196 0.0117 0.0064 0.0030 0.0010 0.0000 0.0000 March 31, 2012 0.1033 0.0693 0.0459 0.0281 0.0143 0.0059 0.0019 0.0000 0.0000 0.0000 0.0000 March 31, 2013 0.1033 0.0693 0.0459 0.0281 0.0143 0.0053 0.0019 0.0000 0.0000 0.0000 0.0000 March 31, 2014 0.1033 0.0693 0.0459 0.0281 0.0143 0.0053 0.0019 0.0000 0.0000 0.0000 0.0000 April 10, 2014 0.1033 0.0693 0.0459 0.0281 0.0143 0.0053 0.0019 0.0000 0.0000 0.0000 0.0000 The exact applicable share price and effective date may not be set forth in the table above, in which case: • if the actual applicable share price is between two applicable prices listed in the table above, or the actual effective date is between two dates listed in the table above, we will determine the number of additional shares by linear interpolation between the numbers of additional shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable; • if the actual applicable price is greater than $90.00 per share (subject to adjustment), we will not increase the conversion rate as described above and no additional shares will be issuable upon conversion; and • if the actual applicable price is less than $40.34 per share (subject to adjustment), we will not increase the conversion rate as described above and no additional s...