Conversion Consideration. (a) Subject to this Section 6.02 and Section 6.08, upon conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 6.04 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 6.04 (“Combination Settlement”), at its election, as set forth in this Section 6.02. (i) All conversions for which the relevant Conversion Date occurs on or after the Final Period Start Date shall be settled using the same Settlement Method. (ii) Except for any conversions for which the relevant Conversion Date occurs on or after the Final Period Start Date, the Company shall use the same Settlement Method for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions with different Conversion Dates. (iii) If, in respect of any Conversion Date (or the period described in the third immediately succeeding set of parentheses, as the case may be), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), the Company, through the Trustee, shall deliver such Settlement Notice to converting Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after the Final Period Start Date, no later than the Final Period Start Date). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its conversion obligations, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000 (or, if the relevant Conversion Date occurs on or after the Final Period Start Date, $0). Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000 (or, if the relevant Conversion Date occurs on or after the Final Period Start Date, $0). (iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its conversion obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date; (B) if the Company elects to satisfy its conversion obligation in respect of such conversion by Cash Settlement, (x) if the relevant Conversion Date occurs prior to the Final Period Start Date, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the related Observation Period or (y) if the relevant Conversion Date occurs on or after the Final Period Start Date, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to (I) $1,000, no later than the Stated Maturity, plus (II) the sum of the Daily Conversion Values, if any, for each of the 20 consecutive Trading Days during the related Observation Period, no later than the third Business Day following the last Trading Day of the related Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its conversion obligation in respect of such conversion by Combination Settlement, (x) if the relevant Conversion Date occurs prior to the Final Period Start Date, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the related Observation Period or (y) if the relevant Conversion Date occurs on or after the Final Period Start Date, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to (I) $1,000, no later than the Stated Maturity, plus (II) the sum of the Daily Settlement Amounts, if any, for each of the 20 consecutive Trading Days during the related Observation Period, no later than the third Business Day following the last Trading Day of the related Observation Period. (v) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering any fractional share of Common Stock, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) When a Holder receives any Common Stock upon conversion of Notes, such Holder will also receive any rights under any stockholder rights plan that the Company may adopt, whether or not the rights have separated from the Common Stock at the time of conversion unless, prior to conversion, the rights have expired, terminated or been exchanged.
Appears in 2 contracts
Sources: Indenture (Ciena Corp), Indenture (Ciena Corp)