Conversion Procedure Sample Clauses
The Conversion Procedure clause outlines the specific steps and requirements for converting one type of security or financial instrument into another, such as converting preferred shares into common shares. Typically, this clause details the conditions under which conversion can occur, the method for calculating the number of new securities to be issued, and any necessary notifications or documentation that must be provided by the converting party. Its core practical function is to ensure a clear, predictable, and orderly process for conversions, thereby reducing the risk of disputes and misunderstandings between parties.
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Conversion Procedure. In order to exercise the conversion privilege, the Holder of any Security to be converted shall surrender to the Company such Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained pursuant to Section 9.2, accompanied by written notice of conversion in substantially the form set forth in the Security (except in the case of a depositary of a Global Security, for which the customary procedures of the depositary will apply). Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities or portions thereof which have been called for redemption on a Redemption Date within such period) be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Securities being surrendered for conversion. Except as provided in the immediately preceding sentence, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities surrendered for conversion or on account of any dividends on the Common Stock issued upon conversion. Securities shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Securities for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Securities as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at and after such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver at such office or agency a certificate or certificates for the number of full shares of Common Stock issuable upon conversion, together with any payment in lieu of any fraction of a share, as provided in Section 12.3. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the applicable series of authorized denominations in aggregate principal amount equal to the unconverted port...
Conversion Procedure i. The Holder may, at any time after the Date of Issuance and at the option of the Holder, convert all or any portion of the Principal and all accrued interest on this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3 and at a price per share of Common Stock equal to the Conversion Price then in effect. The Corporation covenants that it will reserve and keep available out of its authorized and unissued Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as provided herein.
ii. Each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note, together with proper Notice of Conversion in the form of Exhibit A attached hereto, has been delivered to the Corporation. At the time such conversion has been effected, the person or persons in whose name or names any certificate or certificates for shares of Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate or certificates.
iii. As soon as possible after a conversion has been effected (but in any event within five (5) Business Days), the Corporation shall deliver to the converting Holder:
A. a certificate or certificates representing the number of shares of Common Stock issuable by reason of such conversion in such name or names and such denomination or denominations as the converting Holder has specified;
B. if applicable, a new note in the face amount of principal and interest representing that portion of the Note and accrued but unpaid interest thereon not converted; and
C. cash in lieu of any fractional share as provided for herein.
iv. The issuance of certificates for shares of Common Stock upon conversion of the Note shall be made without charge to the Holder for any issuance tax in respect of such issuance (including documentary, stamp or similar tax) or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock, other than any transfer taxes resulting from the transfer of converted shares to a person or persons other than the converting Holder. Upon conversion of the Note, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid, a...
Conversion Procedure. (a) Each Security shall be convertible at the office of the Conversion Agent.
(b) In order to exercise the conversion privilege with respect to any Securities in certificated form, the Holder of any such Securities to be converted, in whole or in part, shall:
(i) complete and manually sign the conversion notice provided on the back of the Security (the “Conversion Notice”) or facsimile of the Conversion Notice and deliver such Conversion Notice, which shall be irrevocable, to the Conversion Agent;
(ii) surrender the Security to the Conversion Agent;
(iii) furnish appropriate endorsements and transfer documents, if required;
(iv) pay any transfer or similar tax, if required pursuant to Section 13.07 or otherwise; and
(v) pay funds equal to interest, including Additional Interest Amounts and Additional Amounts, if any, payable on the next Interest Payment Date to which such Holder is not entitled. The date on which the Holder satisfies all of the requirements set forth in clauses (i) through (v) above is the “Conversion Date.” Such Conversion Notice shall also state the name or names (with address or addresses) in which any certificate or certificates for Common Shares which shall be issuable on such conversion shall be issued. All such Securities surrendered for conversion shall, unless the Common Shares issuable on conversion are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or its duly authorized attorney. In order to exercise the conversion privilege with respect to any interest in Securities in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Company, the Trustee, the Co-Trustee or Conversion Agent, and pay the funds, if any, required to be paid under Section 13.02(b)(v) and any transfer or similar taxes required pursuant to Section 13.07 or otherwise.
(c) As promptly as practicable after the later of (i) the Conversion Date (but in no event later than five Business Days after the Conversion Date) or (ii) the date all the calculations necessary to make such payment and delivery have been made (but in no event later than as specified in Section 13.03), subject to compliance with any restrictions on transfer if Common Shares issuable ...
Conversion Procedure. (a) To convert a Security, a Holder must (a) complete and manually sign the conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all of those requirements is the "Conversion Date."
(b) As soon as practicable after the Conversion Date, and subject to paragraph (c), the Company shall satisfy all of its obligations ("Conversion Obligations") upon conversion of the Securities by delivering to the Holder, at the Company's option, either shares of Common Stock, cash, or a combination of cash and shares of Common Stock, in the following manner:
(1) If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock ("Share Settlement"), then the Company will deliver to the Holder shares of Common Stock equal to the quotient of (A) the aggregate principal amount of Securities to be converted by the Holder divided by (B) the Conversion Price in effect on the Conversion Date;
(2) If the Company elects to satisfy the entire Conversion Obligation in cash ("Cash Settlement"), then the Company will deliver to the Holder cash in an amount equal to the product of (A) a number equal to the aggregate principal amount of Securities to be converted by such Holder divided by the Conversion Price in effect on the Conversion Date, and (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the Cash Settlement Averaging Period; or
(3) If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in shares of Common Stock (together with the Partial Cash Amount, a "Combined Settlement"), then the Company will deliver to the Holder such Partial Cash Amount plus a number of shares of Common Stock equal to the quotient of (A) the amount of the Cash Settlement as set forth in clause (2) above minus such Partial Cash Amount divided by (B) the arithmetic mean of the Volume Weighted Average Prices of the Common Stock on each Trading Day during the applicable Cash Settlement Averaging Period.
(c) Upon receipt of the conversion notice from a Holder by the Company or the Conversion Agent:
(1) If the Company elects to satisfy the Conversion Obligation by Share Sett...
Conversion Procedure. (a) To convert a Security, a Holder must (i) if the Security is held in book-entry form, complete and deliver to the Depository appropriate instructions pursuant to the Applicable Procedures or (ii) if the Security is in definitive form, (A) complete and manually sign the irrevocable conversion notice on the back of the Security and deliver such notice to the Conversion Agent, (B) surrender the Security to the Conversion Agent and (C) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, and pay any transfer or other tax, if required by Section 9.03. The “Conversion Date” shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m., New York time, on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day.
(b) The Person in whose name the Security is registered shall be deemed to be a holder of Common Stock of record on the Conversion Date; provided that no surrender of a Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided further that such conversion shall be at the Applicable Conversion Rate in effect on the date that such Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Security, such Person shall no longer be a Holder of such Security.
(c) No payment or adjustment shall be made for accrued but unpaid interest on a converted Security or for dividends or distributions on shares of Common Stock issued upon conversion of a Security. The Company shall not adjust the Base Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Securities are converted after the close of business on a regular record date and prior to the opening of business on the next interest payment date, including the Maturity...
Conversion Procedure. 54 SECTION 11.03
Conversion Procedure. (a) The right of conversion attaching to any Security may be exercised at any time during which conversion is permitted in accordance with Section 4.01 (i) if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent through the facilities of the Depositary in accordance with the Applicable Procedures, or (ii) if such Security is represented by a Certificated Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by: (1) a duly signed and completed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a “Conversion Notice”); (2) if such Certificated Security has been lost, stolen, destroyed or mutilated, a notice to the Conversion Agent in accordance with Section 2.07 regarding the loss, theft, destruction or mutilation of the Security; (3) appropriate endorsements and transfer documents if required by the Conversion Agent; and (4) payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Common Stock in the name of a Person other than the Holder of the Security. The date on which the Holder satisfies all of those requirements is the “Conversion Date.” The Securities will be deemed to be converted immediately prior to the Close of Business on the Conversion Date. The Company shall deliver the shares to the Holder through a Conversion Agent in the form of a certificate for the number of whole shares of Common Stock issuable upon the conversion or, in the case of holders of Securities in book-entry form with DTC, in accordance with DTC customary practices. In each case, the Company shall also deliver to such holder Cash in lieu of any fractional shares pursuant to Section 4.02(a)). The Company shall deliver such shares and Cash as promptly as practicable after the Conversion Date and the completion of the relevant calculations relating to the conversion considerations and, except as set forth in Section 4.02(b), in any event no later than the third Trading Day immediately following the averaging period.
(b) The person in whose name the Security is registered shall be deemed to be a shareholder of record on the Conversion Date; provided, however, that no surrender of a Security or satisfaction of the other conditions in Section 4.03(a) on any date when the stock transfer books of the Company shall be closed shall be effectiv...
Conversion Procedure. (i) Prior to the conversion in accordance with this Section 5, the Company shall take all necessary steps to ensure that such number of shares of Common Stock as are issuable upon conversion are available for such issuance.
(ii) Any such conversion shall be deemed to have been effected as of the close of business on the date on which a written conversion request is delivered from Lender to the Company specifying the amount of principal, or principal and interest, to be converted. At such time as such conversion has been effected, the rights of Lender as such Lender to the extent of the conversion shall cease, and Lender shall be deemed to have become the holder of record of the shares of Common Stock represented thereby.
(iii) As soon as possible after a conversion has been effected (but in any event within thirty (30) business days), the Company shall deliver to Lender, a certificate or certificates representing the number of shares of Common Stock (excluding any fractional share) issuable by reason of such conversion in such name or names and such denomination or denominations as Lender has specified to the Company in writing.
(iv) If any fractional share of Common Stock would, except for the provisions hereof, be deliverable upon conversion, the Company, in lieu of delivering such fractional share, shall pay an amount equal to the value of such fractional share.
(v) The issuance of certificates for the shares of Common Stock upon conversion shall be made without charge to Lender for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of the shares of Common Stock. Upon conversion, the Company shall take all such actions as are necessary in order to ensure that the shares of Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable.
(vi) The Company shall not close its books against the transfer of the shares of Common Stock issued or issuable upon conversion in any manner which interferes with the timely conversion. Lender, upon the request of the Company, shall assist and cooperate with the Company in making any required governmental filings or in obtaining any government approval prior to or in connection with the conversion (including, without limitation, making any filings required to be made by the Company).
(vii) The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock...
Conversion Procedure. To convert a Security a Holder must satisfy the requirements in paragraph 7 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date. As soon as practical after the conversion date, the Company shall deliver through the Conversion Agent a certificate for the number of full shares of Common Stock issuable upon the conversion and a check for any fractional share determined pursuant to Section 10.
Conversion Procedure. (1) To convert a Note, a Holder must (i) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note and deliver such notice to the Conversion Agent, (ii) if the Note is in definitive form, surrender the Note to the Conversion Agent, (iii) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv) pay any transfer or other tax, if required by Section 8.3 and (v) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. As promptly as practicable after the later of the Conversion Date and the date that all calculations necessary to make such payment and delivery have been made, but in no event later than five Business Days after the later of those days, the Company shall deliver to the Holder through the Conversion Agent cash and shares of Common Stock, as applicable, in the amounts calculated in accordance with Section 8.14 or Section 8.15, as applicable.
(2) The person in whose name the shares of Common Stock are issuable upon conversion shall be deemed to be a holder of record of such Common Stock on the later of (i) the Conversion Date, (ii) the expiration of the period in which the Company may elect to deliver cash in lieu of shares of Common Stock if the Company has not made a Physical Settlement Election, or (iii) if the Company has not made a Physical Settlement Election and elects to deliver cash in lieu of some, but not all, of such shares of Common Stock, the date on which the amount of cash issuable per Note has been determined; provided that no surrender of a Note on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; provided, further that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had no...