Conversion and Redemption Sample Clauses
The "Conversion and Redemption" clause defines the terms under which certain securities, such as preferred shares or convertible notes, can be converted into other types of securities or redeemed for cash or other consideration. Typically, this clause outlines the conditions, timing, and procedures for conversion (for example, converting preferred shares into common shares at a specified ratio) or redemption (such as the company buying back the securities at a predetermined price). Its core practical function is to provide clear mechanisms for investors and the company to change the nature of their investment or exit their position, thereby managing risk and ensuring flexibility for both parties.
Conversion and Redemption. The LTIP Units shall be subject to conversion and redemption in accordance with the terms and provisions of the Limited Partnership Agreement. Furthermore, in accordance with the Limited Partnership Agreement, in the event the Grantee’s Service is terminated, the Company reserves the right at any time thereafter to convert vested LTIP units into an equal number of Class A Units of the Limited Partnership (as defined in the Limited Partnership Agreement), and in addition, to redeem such Class A Units for Shares or cash, at the election of the Company. Upon any such conversion and redemption, this Agreement shall be fully satisfied, and the Company shall have no further obligation under the Agreement. Restrictions on Transfer You shall not, without the consent of the Company (which the Company may give or withhold in its sole discretion), sell, pledge, assign, hypothecate, transfer, or otherwise dispose of (collectively, “Transfer”) any LTIP Units (the “Transfer Restrictions”); provided, however, that the Transfer Restrictions shall not apply to any Transfer of LTIP Units to the Limited Partnership or the Company or to any Transfer by will or pursuant to the laws of descent and distribution. Investment Representation You hereby make the covenants, representations, and warranties set forth on Exhibit C attached hereto as of the date of acceptance of this Agreement and on each applicable vesting date, as determined in Exhibit B attached hereto. All of such covenants, warranties, and representations shall survive the execution and delivery of this Agreement by you. You shall immediately notify the Limited Partnership upon discovering that any of the representations or warranties set forth on Exhibit C were false when made or have, as a result of changes in circumstances, become false. Registration You hereby acknowledge that the LTIP Units have not been registered under the Securities Act and that the LTIP Units cannot be transferred by you other than in accordance with the terms and conditions set forth in the Plan, this Agreement, and the Limited Partnership Agreement and, in any event, unless such transfer is registered under the Securities Act or an exemption from such registration is available. Neither the Company nor the Limited Partnership has made any agreements, covenants, or undertakings whatsoever to register the transfer of the LTIP Units under the Securities Act. Neither the Company nor the Limited Partnership has made any representations, warranti...
Conversion and Redemption. At the option of the Registered Holder hereof, the unpaid principal amount of this Note may, upon execution of the Conversion Form attached hereto and the surrender of this Note to the Company for conversion, be convertible in increments of $25,000.00 from the 90th day from the date of issuance of this Note (the
Conversion and Redemption. (i) Conversion: Subject as hereinafter provided, the Bondholder will, if the Company completes a QIPO, at any time between the date of completion of such QIPO (the “QIPO Completion Date”) and the Maturity Date (the “Conversion Period”), have the right to convert up to 100% of the principal amount of the Bond (in multiples of US$10,000,000), together with the Accrued Interest thereon, into ordinary shares of the Company, by giving a Conversion Notice (as defined below) to the Company requiring the Company to convert the Bond in whole or in part. The Conversion Price shall be US$1.675262 subject to adjustment as hereafter described. No fraction of an ordinary share will be issued on conversion and the number or ordinary shares issued will be rounded down to the nearest whole number, but an equivalent cash payment in United States dollars will be made to the Bondholder in respect of such fraction.
Conversion and Redemption. In case any Series B Share is called for redemption, the right to convert such Series B Share shall terminate with respect to all Series B Shares for which a Notice of Conversion (as defined in Paragraph 4.F below) shall not have previously been delivered to the Transfer Agent (as hereafter defined) pursuant to the procedures described in Paragraph 5.2 below at the close of business on the date which is three (3) business days preceding the Redemption Date (as defined in Paragraph 5.1 below); provided that no default by the Corporation in the payment of the applicable Redemption Price (as defined in Paragraph 5.1) shall have occurred and be continuing.
Conversion and Redemption. Paragraph (a) and (b) of Article 1 of the Debenture are hereby amended so as to read as follows:
Conversion and Redemption. The Company shall, and the Shareholders shall procure that the Company shall, take all actions necessary so that:
(a) the Ordinary Shares will be issued upon conversion of the Series A Preferred Shares and the Series B Preferred Shares (if any) in accordance with the terms of the Amended Bye-laws (which shall include the payment or provision of sufficient legally available funds in the appropriate share capital, share premium, contributed surplus, reserves, retained profits or other accounts and capitalization of any reserves or accounts to effect such conversion); and
(b) the Series A Preferred Shares and the Series B Preferred Shares (if any) will be redeemed on the Redemption Date (as defined in the Amended Bye-laws) in accordance with the terms of the Amended Bye-laws (which shall include taking action, or omitting to take action, necessary to ensure that the Company will satisfy any “solvency test” required under Bermuda law in connection with such redemption).
Conversion and Redemption. The Series 2 Preferred Stock shall be subject to conversion or redemption on the terms provided below in this Section 8. Except as provided in this Section 8, the Series 2 Preferred Stock shall not be redeemable.
Conversion and Redemption. The holders of Series D Preferred Stock will have the following conversion and redemption rights:
Conversion and Redemption. 5.1 Conversions at election of Investor
(a) the number of Convertible Securities to be converted and their aggregate Face Value, both in US$ and converted into A$ at the Exchange Rate (the Conversion Amount);
(b) the Purchase at which the Convertible Securities to be converted were issued;
(c) whether the Investor is electing to convert the Convertible Securities at the Fixed Conversion Price, the Variable Conversion Price, or (only where permitted under clause 13.5), the conversion price under clause 13.5(a)(iv); and
(d) the number of Conversion Shares that the Company must issue to the Investor in respect of the Conversion. That number must be determined by dividing the Conversion Amount (before giving effect to any set-offs set out in this Agreement) by the Conversion Price, provided that if the resultant number contains a fraction, the number must be rounded up to the next highest whole number. Following the receipt of a Conversion Notice, the Company must effect the conversion of the Conversion Amount specified in that Conversion Notice by either (at the Company’s option):
(e) issuing to the Investor in accordance with this Agreement (including clauses 6 and 7) the number of Conversion Shares specified in that Conversion Notice; or
(f) paying the Investor the Conversion Share Value, within 2 Business Days of the Conversion Notice Date. Upon the Company doing so:
(g) the Amount Outstanding will be reduced by the Conversion Amount; and
(h) the relevant number of Convertible Securities will be redeemed.
Conversion and Redemption