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 not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note. (3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date. (4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Conversion Procedure. (1) To convert a Note, a A Holder must do each of the following in order to convert shares of Series A Preferred Stock pursuant to this Section 8(a):
(i) if in the Note is in definitive formcase of a conversion pursuant to Section 6(a), complete and manually sign the irrevocable conversion notice on (the back “Conversion Notice”) provided by the Conversion Agent (which Conversion Notice must specify whether the Holder has elected to receive Series A-1 Preferred Stock in lieu of the Note Class A Common Stock otherwise deliverable upon conversion), and deliver such notice to the Conversion Agent; provided that a Conversion Notice may be conditional (which condition may be a condition subsequent) on the completion of a Change of Control or other corporate transaction or other event or period of time; and provided, further that if such Holder shall fail to specify whether it has elected to receive Series A-1 Preferred Stock in lieu of Class A Common Stock upon conversion, such Holder shall be deemed to have elected to receive shares of Class A Common Stock upon such conversion;
(ii) if the Note is in definitive form, surrender the Note to the Conversion AgentAgent the certificate or certificates (if any) representing the shares of Series A Preferred Stock to be converted (or, if such Holder alleges that such certificate or certificates have been lost, stolen or destroyed, a lost certificate or certificates affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate or certificates);
(iii) if the Note is in definitive formrequired, furnish appropriate endorsements and transfer documents if required by in a form reasonably acceptable to the Security Registrar or the Conversion Agent, Company; and
(iv) if required, pay any transfer stock transfer, documentary, stamp or other taxsimilar taxes not payable by the Company pursuant to Section 20. The foregoing clauses (ii), if required by Section 8.3 (iii) and (viv) if the Note is held in book-entry form, complete and deliver shall be conditions to the Depositary appropriate instructions issuance of shares of Class A Common Stock or Series A-1 Preferred Stock to the Holders in the event of a Mandatory Conversion pursuant to Section 7 (but, for the Applicable Procedures. As promptly as practicable after the later avoidance of the Conversion Date and the date that all calculations necessary to make such payment and delivery have been madedoubt, but in no event later than five Business Days after the later of those days, the Company shall deliver not to the Holder through the Mandatory 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 Series A Preferred Stock are issuable upon conversion on the Mandatory Conversion Date, which such Mandatory Conversion shall be deemed to be a holder of record of such Common Stock occur automatically on the later of (i) the Conversion Date). The Holder may, (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 respect 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 dateMandatory Conversion, 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 not been closed. Upon conversion of deliver a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable notice to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interestspecifying, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur the deliverable shares of Class A Common Stock or Series A-1 Preferred Stock, a delivery method of either book-entry basis, through the facilities of The Depositary Trust Company (aif eligible) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027certificated form. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Dateno such notice is delivered, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled deemed to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Datehave chosen delivery by book-entry.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Conversion Procedure. (1) To convert a NoteSecurity, a Holder must (ia) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note Security in the form attached hereto in Exhibit A and deliver such notice to the a Conversion Agent, (iib) if the Note is in definitive formcertificated, surrender the Note Security to the a Conversion Agent, (iiic) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security a Registrar or the a Conversion Agent, and (ivd) pay any amounts due pursuant to the third paragraph of this Section 5.2, including funds equal to accrued interest and Contingent Interest, if any, and any transfer or other similar tax, if required by Section 8.3 and (v) if required. The date on which the Note Holder satisfies all of those requirements is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. “Conversion Date.” As promptly soon as practicable after the Conversion Date, but no later of than the fifth Business Day following 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 daysDate, the Company shall deliver to the Holder through the a Conversion Agent cash and a certificate for the number of whole shares of Common Stock, as applicableStock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 5.3. Anything herein to the contrary notwithstanding, in the amounts calculated case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with Section 8.14 or Section 8.15, the Applicable Procedures as applicable.
(2) in effect from time to time. The person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be a holder shareholder of record of such Common Stock on the later of (i) the Conversion Date; provided, (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 Electionhowever, 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 Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons 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 person or Persons 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 further, that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a NoteSecurity, such Person person shall no longer be a Holder of such Note.
(3) Security. No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a NoteSecurity. The Company shall not adjust Securities so surrendered for conversion (in whole or in part) during the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after period from the close of business on a Regular Record Date and prior any regular interest payment record date to the opening of business on the next Interest Payment Date, including the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding succeeding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must shall also be accompanied by delivery payment in immediately available funds of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (interest, including Contingent Interest and Special Interest, if any) , payable on such Interest Payment Date on the portion so principal amount of such Security then being converted. If , and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment does not accompany such Noteof defaulted interest by the Company; provided, the Note shall not be converted; provided however, that no such check shall payment by the Holder converting their Securities need be required made (ia) if such Note has been called for redemptionthe Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (iib) if the Company has specified a Fundamental Change Repurchase Date, Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (iiic) to the extent of any overdue interestinterest or overdue Contingent Interest, if any overdue interest any, exists at the time of conversion with respect to such Note; Security. Except as otherwise provided in this Section 5.2, no payment or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding adjustment will be made for accrued interest, including Contingent Interest, if any, on a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027converted Security. If the Company defaults in the payment of interest (including interest, Contingent Interest and Special Interest, if any) , and Liquidated Damages, if any, payable on the such Interest Payment Date, the Conversion Agent Company shall promptly repay such funds to the such Holder. Notwithstanding anything Nothing in this Supplemental Indenture or in Section 5.2 shall affect the Indenture to the contrary, right of a Holder that converts its Notes after in whose name any Security is registered at the Company has called the Notes for redemption pursuant to Section 7.1(1) close of this Supplemental Indenture shall be entitled business on an interest payment record date to receive all accrued and unpaid interest (including the interest, Contingent Interest and Special Interest, if any) to, but excludingand Liquidated Damages, if any, payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the Conversion Date.
(4) Upon number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. As promptly as practicable following the surrender of a Note Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered.
Appears in 1 contract
Sources: Indenture (Actuant Corp)
Conversion Procedure. (1a) To convert a Physical Note, a Holder must (i1) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice Notice of Conversion on the back of the Note Note, or facsimile of such Notice of Conversion, and deliver such notice Notice of Conversion to the Conversion Agent, which shall become irrevocable upon receipt by the Conversion Agent, (ii2) if the Note is in definitive form, surrender the Note to the Conversion Agent, (iii3) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security Note Registrar or the Conversion Agent, (iv4) pay any an amount equal to the interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 13.03(c) and (5) pay all transfer or other taxsimilar taxes, if required by pursuant to Section 8.3 and (v) if the Note is held in book-entry form, complete and deliver 13.05. Anything herein 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 applicablecontrary notwithstanding, in the amounts calculated case of Global Notes, Notices of Conversion may be delivered and such Notes may be surrendered for conversion in accordance with clauses (3), (4) and (5) of this Section 8.14 or 13.03(a) and the Applicable Procedures as in effect from time to time. The date on which the Holder satisfies all the applicable requirements set forth in this Section 8.15, as applicable13.03(a) is the “Conversion Date.”
(2b) The Each conversion shall be deemed to have been effected as to any Notes surrendered for conversion on the Conversion Date, the person in whose name the shares of Common Stock are shall be issuable upon conversion shall be deemed to be a the holder of record of such Common Stock as of the close of business on the later of (i) the such Conversion Date, (ii) the expiration of the period in which and the Company may elect to shall deliver cash the consideration due in lieu respect of shares of Common Stock if any conversion on the Company has not made a Physical Settlement Electionthird Business Day immediately following the relevant Conversion Date; provided, or (iii) if the Company has not made a Physical Settlement Election and elects to deliver cash in lieu of somehowever, 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 Conversion Date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons 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 person or Persons 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 not been closed. Upon conversion of a Note, such Person person shall no longer be a the Holder of such Note and (i) such Note will cease to be Outstanding, (ii) interest will cease to accrue on such Note and (iii) all other rights of such person in respect of such Note will terminate (other than the right to receive the consideration due upon conversion of such Note.
(3) No ). Except as set forth in this Indenture, no payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a NoteNote prior to the issuance of such shares. The Company shall A Holder that has delivered a Fundamental Change Repurchase Notice pursuant to Section 16.01 with respect to a Note may not adjust surrender such Note for conversion until such Holder has withdrawn the Conversion Price to account Fundamental Change Repurchase Notice in accordance with Section 16.01.
(c) Holders of Notes surrendered for conversion (in whole or in part) during the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after period from the close of business on a any Regular Record Date and prior to the opening open of business on the next succeeding Interest Payment Date, including Date will receive the date of maturity, Holders semiannual interest payable on the principal amount of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes being surrendered for conversion on the corresponding Interest Payment Date notwithstanding the conversion. In Upon surrender of any such event, such Note, when surrendered Notes for conversion, must such Notes shall also be accompanied by delivery of a check payable payment in funds to the Conversion Agent in acceptable to the Company of an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such corresponding Interest Payment Date (but excluding any overdue interest on the portion principal amount of such Note so converted. If converted if any overdue interest exists at the time such payment does not accompany Holder surrenders such NoteNote for conversion); provided, the Note shall not be converted; provided however, that no such check shall payment need be required made (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) Date that is after such Regular Record Date and on or prior to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the next succeeding Interest Payment Date, or (ii) if conversion occurs after the Conversion Agent shall promptly repay such funds last Regular Record Date prior to the HolderMaturity Date. Notwithstanding anything Except as otherwise provided in this Supplemental Indenture Section 13.03(c), no payment or adjustment will be made for accrued interest on a converted Note and any such accrued interest shall be deemed satisfied and extinguished.
(d) Subject to Section 13.03(c), nothing in this Section 13.03 shall affect the Indenture to the contrary, right of a Holder that in whose name any Note is registered at the close of business on a Regular Record Date to receive the interest payable on such Note on the related Interest Payment Date in accordance with the terms of this Indenture and the Notes. If a Holder converts its Notes after more than one Note at the Company has called same time, the Notes for redemption number of shares of Common Stock issuable upon the conversion (and the amount of any cash in lieu of fractional shares pursuant to Section 7.1(113.04) of this Supplemental Indenture shall be entitled to receive based on the aggregate principal amount of all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion DateNotes so converted.
(4e) Upon surrender In the case of a any Note that which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Note equal or Notes of authorized denominations in an aggregate principal amount to equal to, and in exchange for, the unconverted portion of the Note surrenderedprincipal amount of such Note.
Appears in 1 contract
Sources: Indenture (Greenbrier Companies Inc)
Conversion Procedure. (1a) To convert a Note, a Holder must (i) if Each Note shall be convertible at the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back office of the Note and deliver such notice to the Conversion Agent.
b) In order to exercise the conversion right with respect to any interest in Global Notes, (ii) if the Note is in definitive form, surrender Holder must complete the Note appropriate instruction form for conversion pursuant to the Conversion Agent, (iii) if the Note is in definitive formDepositary’s book-entry conversion program, furnish appropriate endorsements and transfer documents if required by the Security Company or the Trustee or Conversion Agent, and pay the funds, if any, required by Section 7.03(f) and any transfer taxes or duties if required pursuant to Section 7.08. However, no service charge will be imposed by the Company, the Trustee or the Registrar for any registration of transfer or exchange of notes except in compliance with the below provisions governing exercise of conversion rights. In order to exercise the conversion right with respect to any Physical Notes, the Holder of any such Notes to be converted, in whole or in part, shall:
(1) complete and manually sign the conversion notice provided on the back of the Note (the “Conversion Notice”) or facsimile of the conversion notice;
(2) deliver the Conversion Notice, which is irrevocable, and the Note to the Conversion Agent;
(3) if required, furnish appropriate endorsements and transfer documents,
(4) if required pursuant to Section 7.08, pay any transfer taxes or duties; and
(5) if required, pay funds equal to interest payable on the next Interest Payment Date to which the Holder is not entitled as required by Section 7.03(f). The date on which the Holder satisfies all of the applicable requirements set forth above is the “Conversion Date.”
c) On the second Business Day immediately following the relevant Conversion Date, the Company shall issue and shall pay or deliver, as the case may be, to the converting Holder at the office of the Conversion Agent, (iv) pay the consideration due in respect of such conversion in accordance with the provisions of this Article 7. In case any transfer or other taxNotes of a denomination greater than $1,000 shall be surrendered for partial conversion, if required by Section 8.3 the Company shall execute and (v) if the Note is held in book-entry form, complete Trustee shall authenticate and deliver to the Depositary appropriate instructions pursuant Holder of the Notes so surrendered, without charge to such Holder, new Notes in authorized denominations in an aggregate Principal Amount equal to the Applicable Procedures. As promptly as practicable after the later unconverted portion 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 surrendered Notes. Each conversion shall be deemed to have been effected as to any such Notes (or portion thereof) surrendered for conversion on the Conversion Date for such Notes (or portion thereof) and the converting Holder shall be a deemed to have become the record 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 any 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 due upon such conversion (as applicable) as of the record holder Close of Business on the relevant Conversion Date (in the case of Physical Settlement) or holders the last Trading Day of such shares the relevant Observation Period (in the case of Common Stock Combination Settlement).
d) Upon the conversion of an interest in a Global Note, the Trustee (or other Conversion Agent appointed by the Company) shall make a notation on such date, but such surrender Global Note as to the reduction in the Principal Amount represented thereby. The Company shall be effective to constitute notify the Person or Persons entitled to receive such shares Trustee in writing of Common Stock as any conversions of Notes effected through any Conversion Agent other than 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 not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such NoteTrustee.
(3e) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Each share certificate representing Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to that are Restricted Notes shall bear the Restricted Stock Legend as set forth in Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.3.07
Appears in 1 contract
Sources: Indenture (Hc2 Holdings, Inc.)
Conversion Procedure. (1) To convert Shares pursuant to Section 7(a) or Section 7(b), the holder of such Shares must deliver the certificate(s) representing such Shares to the Corporation at its principal corporate office, or to such other locations as may be directed by the Corporation, and with respect to a Noteconversion pursuant to Section 7(a), a Holder must together with an irrevocable written notice of conversion. The “Conversion Date” means, for any Share, (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 case of a conversion under 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 Stock7(a), the date on which such Share is submitted for conversion and the amount duly signed and completed notice of cash issuable per Note has been determined; provided that no surrender conversion of such Share is received by the Corporation and (ii) in the case of a Note on any date when conversion under Section 7(b), the stock transfer books Corporation Conversion Date. Upon conversion of the Company shall be closed shall be effective to constitute a Share, (x) the Person or Persons entitled to receive the shares of Common Conversion Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares Conversion Stock at the Close of Common Business on the Conversion Date for such Share (and, for the avoidance of doubt, without limiting the rights of holders of Shares provided herein (including voting rights as provided in Section 9 or rights to dividends as provided in Section 4), prior to such time will not be treated as the holder or holders of record of such Conversion Stock on such date, but such surrender shall be effective to constitute the Person or Persons as entitled to receive any rights with respect to such shares of Common Conversion Stock as the record holder or holders thereof for all purposes at the close by virtue of business on the next succeeding day on which such stock transfer books are open; providedholding Shares), 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 not been closed. Upon conversion of a Note, and (y) such Person shall no longer cease to be a Holder record holder of the Series A Preferred Stock at the Close of Business on such Note.
Conversion Date, in each of (3x) No payment and (y) irrespective of whether Conversion Stock is issued on or adjustment after the Conversion Date. As promptly as practicable on or after the Conversion Date for any Share, the Corporation shall issue the number of whole shares of Conversion Stock issuable upon conversion, with such number of shares of Conversion Stock determined based on the aggregate number of Shares converted by the converting holder on such Conversion Date and any remaining balance satisfied in cash. Such delivery shall be made, at the option of the applicable holder, in certificated form or by book-entry (if Common Stock is then issued in one or more global certificates with a depositary). If any holder converts only a portion of the Shares represented by a single certificate, the Corporation will promptly issue a new certificate representing the portion of the Shares that such holder has not converted. Any such certificate or certificates shall be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on delivered by the Corporation to the appropriate holder by sending certificates evidencing the shares to the holders at their respective addresses as set forth in the conversion notice. The Corporation shall be entitled to treat the registered holder of any share of Common Stock issued upon the conversion of a Note. The Company shall not adjust Share as the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders owner of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered share for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Datepurposes.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: Securities Purchase Agreement (Surgery Partners, Inc.)
Conversion Procedure. (1) To convert a NoteSecurity, a Holder holder must (i) if satisfy the Note is requirements in definitive form, complete and manually sign the irrevocable conversion notice on the back paragraph 11 of the Note and deliver such notice to Securities. The date on which the holder satisfies all of those requirements is the conversion date (the "Conversion Agent, (ii) if Date"). In 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 case of an automatic conversion pursuant to the Applicable Proceduresterms of Section 5.01(b), the Conversion Date shall be the date the Trustee receives the appropriate notice from the Company. As promptly as practicable on or 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 daysDate, the Company shall issue and deliver to the Holder through Trustee a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion and a check or other payment for any fractional share in an amount determined pursuant to Section 5.03. Such certificate or certificates will be sent by the Trustee to the Conversion Agent cash and shares of Common Stock, as applicable, in for delivery to the amounts calculated in accordance with Section 8.14 or Section 8.15, as applicable.
(2) holder. The person Person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be a holder become the stockholder of record on the Conversion Date and, as of such Common Stock on date, such Person's rights as a Noteholder with respect to the later of (i) the Conversion Dateconverted Security shall cease; provided, (ii) the expiration of the period however, that, except as otherwise provided 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 Electionthis Section 5.02, 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 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 stockholder of 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 stockholder of 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 further, however, that such conversion shall be at the Conversion Price in effect on the date that such Note Security shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon In the case of an automatic conversion pursuant to Section 5.01(b), no holder of a NoteSecurity shall be entitled to receive a certificate representing shares of Common Stock, and the Conversion Agent shall not deliver any such Person shall no longer be certificate to the holder of any Security so converted, until (i) the Security, if such Security is a Holder Definitive Security is surrendered to the Trustee for cancelation or (ii) the Security, if such Security is a Global Security, is surrendered for cancelation in accordance with the procedures of such Note.
(3) the Depositary. No payment or adjustment will be made for accrued but and unpaid interest (including Contingent Interest and Special Interest, if any) or Liquidated Damages on a converted Note Security or for dividends or distributions on on, or Liquidated Damages, if any, attributable to, shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoingSecurity, except that, if Notes are converted any holder surrenders a Security for conversion after the close of business on a Regular Record Date any record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Datesucceeding interest payment date, including then, notwithstanding such conversion, accrued and unpaid interest and Liquidated Damages, if applicable, payable on such Security on such interest payment date shall be paid on such interest payment date to the date of maturity, Holders person who was the holder of such Notes Security (or one or more predecessor Securities) at the close of business on such Regular Record Date shall receive record date. In the accrued but unpaid case of any Security surrendered for conversion after the close of business on a record date for the payment of an installment of interest (including Contingent Interest and Special Interest, if any) payable on such Notes prior to the opening of business on the corresponding Interest next succeeding interest payment date, then, unless such Security has been called for redemption on a redemption date or is to be repurchased on a Designated Event Payment Date notwithstanding the conversion. In or Special Redemption Date or is converted pursuant to Section 5.02(b) after such eventrecord date and prior to such interest payment date, such NoteSecurity, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent payment in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special InterestLiquidated Damages, if any) applicable, payable on such Interest Payment Date interest payment date on the portion principal amount of such Security so converted. If such payment does Holders of Common Stock issued upon conversion will not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, any dividends payable to holders of Common Stock as of any record time before the close of business on the Conversion Date.
(4) . If a holder converts more than one Security at the same time, the number of whole shares of Common Stock issuable upon the conversion shall be based on the total principal amount of Securities converted. Upon surrender of a Note Security that is converted in part, the Company Trustee shall execute, and authenticate for the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, holder a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered.
Appears in 1 contract
Conversion Procedure. (1) To convert a Note, a Holder must satisfy the requirements in paragraph 9 in the Notes. The date on which the Holder satisfies all those requirements is the conversion date (i) if the Note is in definitive form, complete and manually sign "Conversion Date"). The Conversion Agent shall notify 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 Company of the Conversion Date and within one Business Day following the date Conversion Date. Within two Business Days following the Conversion Date, the Company shall deliver to the Holder, through the Trustee, written notice of whether such Note shall be converted into shares of Common Stock or paid in cash, unless the Company shall have previously delivered a notice of redemption pursuant to Section 11.03 hereof. If the Company shall have notified the Holder that all calculations necessary to make of such payment and delivery have been made, but in no event later than five Business Days after the later Notes shall be converted into shares of those daysCommon Stock, the Company shall deliver to the Holder through the Conversion Agent cash and Agent, as promptly as practicable but in any event no later than the tenth Business Day following the Conversion Date a certificate for the number of full shares of Common Stock, Stock deliverable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 16.03 hereof. Except as applicable, provided in the amounts calculated last sentence in accordance the third paragraph of Section 16.01 hereof, if the Company shall have notified the Holder that all or a portion of such Note shall be paid in cash, the Company shall deliver to the Holder surrendering such Note the amount of cash payable with respect to such Note no later than the tenth Business Day following such Conversion Date, together with a certificate for the number of full shares of Common Stock deliverable upon the conversion (to the extent certificated) and cash in lieu of any fractional share determined pursuant to Section 8.14 or 16.03 hereof. Except as provided in the last sentence in the third paragraph of Section 8.1516.01 hereof, at any time prior to Maturity, the Company may at its option elect by written notice to the Trustee and Holders of the Notes that upon conversion of a Note at any time following the date of such notice, the Company shall be required to deliver cash in an amount at least equal to the accreted principal amount of the Notes converted. If the Company makes this election, it will also be required to deliver cash only in connection with any Principal Value Conversion (as applicable.
(2defined in the Note) The person in whose name pursuant to the second paragraph of paragraph 9 of the Note. If shares of Common Stock are issuable upon conversion delivered as consideration, then the Person in whose name the certificate representing such shares is registered shall be deemed to be treated as a holder stockholder of record of such Common Stock the Company on the later of (i) and after the Conversion Date; provided, (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 Electionhowever, 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 Rate in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) . No payment or adjustment will be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article XVI. On conversion of a Note, that portion of accrued but unpaid interest (Original Issue Discount or cash interest, if any, including Contingent Interest and Special Cash Interest, if any) on a , attributable to the period from the Issue Date of the Note through but not including the Conversion Date, with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (or any cash payment in lieu thereof) (together with the cash payment, if any, in lieu of fractional shares) in exchange for dividends or distributions on the Note being converted pursuant to the provisions hereof (except to the extent that Contingent Cash Interest are required to be paid in cash as provided in paragraph 9 of the Notes); and the Fair Market Value of such shares of Common Stock issued upon conversion (or any cash payment in lieu thereof) (together with any such cash payment in lieu of a Note. The Company fractional shares) shall not adjust be treated as delivered, to the extent thereof, first in exchange for accrued Original Issue Discount and cash interest, if any, including Contingent Cash Interest, if any, accrued through the Conversion Price to account Date, and the balance, if any, of such Fair Market Value of such Common Stock (or any cash payment in lieu thereof) (and any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the accrued but unpaid interestIssue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued cash interest, if any, including Contingent Cash Interest, if any, will be payable upon conversion of Notes are made concurrently with or after acceleration of Notes following an Event of Default. If the Holder converts more than one Note at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount at Maturity of all of the Notes converted. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered on the next succeeding day that is a Business Day. A Note surrendered for conversion based on (a) the Common Stock price may be surrendered for conversion on a Conversion Date at any time after March 31, 2004 as more fully described in paragraph 9 of the Notes, (b) the Note being called for redemption may be surrendered for conversion at any time prior to the close of business on a Regular Record Date the second Business Day immediately preceding the Redemption Date, even if it is not otherwise convertible at such time, (c) the Trading Price may be surrendered for conversion any time prior to Maturity during the five Business Day period after any five consecutive Trading Day Period in which the Trading Price is at certain levels more fully described in paragraph 9 of the Notes, and (d) upon the occurrence of certain corporate transactions more fully described in paragraph 9 of the Notes may be surrendered for conversion at any time from and after the date which is 15 days prior to the opening anticipated effective date of business on such transaction until 15 days after the actual date of such transaction, and if such day is not a Business Day, the next Interest Payment Dateoccurring Business Day following such day; but in each of clauses (a), including the date of maturity(b), Holders of such Notes at (c) and (d) above, in no event later than the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special InterestJanuary 15, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion2034. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Note in an authorized denomination equal in principal amount Principal Amount at Maturity to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: First Supplemental Indenture (Roper Industries Inc /De/)
Conversion Procedure. (1a) To convert a NoteThe Residual Amount may be converted, a Holder must (i) if the Note is in definitive formwhole or in part, complete any time and manually sign the irrevocable conversion notice on the back of the Note and deliver such notice from time to time, prior 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 Maturity Date. Such conversion shall be effectuated by the Security Registrar or Company, issuing a signed notice of conversion (the "Notice of Conversion"). The date on which the Notice of Conversion Agent, is effective (iv"Conversion Date") 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 the date on which the Holder has received from the Company a holder facsimile or original of record the signed Notice of Conversion. Notwithstanding the above, any Notice of Conversion received on or after 4:00 P.M. EST shall be deemed to have Been received the following business day (receipt being via a confirmation of the time such facsimile to the Holder is received).
(b) Common Stock on the later of (i) the Conversion Date, (ii) the expiration to be Issued - Upon any conversion of the period in which Note, and upon receipt by the Holder or its attorney of a facsimile or original of the Company's signed Notice of Conversion, the Company may elect shall instruct its transfer agent to deliver cash issue stock certificates without restrictive legends or stop transfer instructions, if at that time the aforementioned registration statement described in lieu Article 5.1 has been declared effective (or with proper restrictive legends if the registration statement has not as yet been declared effective), in such denominations to be specified at conversion representing the number of shares of Common Stock if issuable upon such conversion, as applicable. In the event that the Note is aged and deemed sellable under Rule 144, the Company has not made shall, upon a Physical Settlement ElectionNotice of Conversion, or (iii) if instruct the transfer agent to issue free trading certificates without restrictive legends, subject to other applicable securities laws. The Company has not made a Physical Settlement Election and elects to deliver cash in lieu is responsible for all costs associated with the issuance of somethe shares, excluding, but not alllimited to, of such shares of Common Stockfees associated with the opinion letter, 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 FedEx of the certificates and any other costs that arise. The Company shall be closed act as registrar and shall be effective maintain an appropriate ledger containing the necessary information with respect 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 not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoingwarrants that no instructions, if Notes are converted after the close of business on a Regular Record Date and prior other than these instructions, have been given or will be given to the opening of business on transfer agent and that the next Interest Payment DateCommon Stock shall otherwise be freely resold, including the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must except as may be accompanied by delivery of a check payable set forth herein or subject to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Dateapplicable law.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: Side Letter Agreement (Innovative Product Opportunities Inc.)
Conversion Procedure. (1) To convert a Note, Note a Holder must (i) if satisfy the Note is requirements in definitive form, complete and manually sign the irrevocable conversion notice on the back paragraph 8 of the Note and deliver such notice to Notes. The date on which the Holder satisfies all those requirements is the conversion date (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 ProceduresDate"). As promptly soon 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 daysDate, the Company shall deliver to the Holder Holder, through the Conversion Agent cash and Agent, a certificate for the number of full shares of Common StockStock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 7.3; and shall certify to the Conversion Agent and the Trustee the amount of Notes (and related Holder) so converted, as applicable, and shall certify that such conversion has been completed in compliance with the amounts calculated in accordance with Section 8.14 or Section 8.15, as applicable.
(2) terms hereof. The person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be treated as a holder stockholder of record of such Common Stock AOL Time Warner on the later of (i) and after the Conversion Date; provided, (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 Electionhowever, 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 AOL Time Warner shall be closed shall be effective to constitute the Person person or Persons 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 person or Persons 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 Rate in effect on the date that such Note shall have been surrendered for conversion, as if the stock transfer books of the Company AOL Time Warner had not been closed. Upon conversion of a Note, such Person person shall no not longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust Neither the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Trustee nor Calculation Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if under any duty or obligation to verify or recalculate the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.Company's
Appears in 1 contract
Conversion Procedure. A Holder may convert a portion of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000 in excess thereof. Provisions of this Section 12.3 that apply to conversion of all of a Security also apply to conversion of a portion of a Security. To convert a Security, a Holder must, in the case of a Global Security, comply with the Applicable Procedures of the Depositary, and in the case of a Non-Global Security, (1) To convert a Note, a Holder must (i) if the Note is in definitive form, complete and manually sign the form of irrevocable conversion notice on the back (or complete and manually sign a facsimile of the Note such notice) and deliver such notice to the Conversion Agent, (ii2) surrender, if a Non-Global Security, the Note is in definitive form, surrender the Note Security to the Conversion Agent, (iii) if the Note is and in definitive formany such case, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv) and pay any transfer or similar taxes and all other taxtaxes or duties, if required by Section 8.3 and required. The first Business Day on which the Holder satisfies all those requirements is the conversion date (v) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures"Conversion Date"). As promptly as practicable on or 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 daysDate, the Company shall issue and deliver to the Holder Holder, through the Conversion Agent cash and Agent, a certificate or certificates for the number of full shares of Common StockStock issuable upon the conversion, as applicable, and cash in lieu of any fractional share determined pursuant to Section 12.4 (other than in the amounts calculated case of Holders in book-entry form with the Depositary, which shares shall be delivered in accordance with Section 8.14 or Section 8.15, as applicable.
(2) the Depositary's Applicable Procedures). The person Person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be treated as a holder stockholder of record as 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 not been closedDate. Upon conversion of a NoteSecurity in its entirety, such Person shall no longer be a Holder of such Note.
(3) Security. 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 such time. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock. 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 authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, registrar or transfer agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate. No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interestdividends on, if any) on a converted Note or for dividends or other distributions on with respect to, any shares of Common Stock issued upon except as provided in this Section. On conversion of a NoteSecurity, that portion of accrued and unpaid interest, if any, through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Securities. The Company shall will not adjust the Conversion Price Rate to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after any. If the close Holder converts more than one Security at the same time, the number of business shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities, including any accrued and unpaid interest of the Securities converted. Except as provided in this paragraph, a Holder of Securities who converts on a date that is not an Interest Payment Date, shall not be entitled to receive any cash payment of accrued and unpaid interest on any such Securities being converted. If a Holder is a holder of a Security on a Regular Record Date, including any Securities converted subsequent to the Regular Record Date and preceding an Interest Payment Date but prior to the opening of business on the next such Interest Payment Date, including the date of maturity, Holders Holder of such Notes Securities at the close of business 5:00 p.m. New York City time on such Regular Record Date shall receive the accrued but unpaid cash payment of interest (including Contingent Interest and Special Interest, if any) payable on such Notes Security on the corresponding such Interest Payment Date notwithstanding the conversionconversion thereof. In Any conversion notice given during the period from 5:00 p.m. New York City time on any Regular Record Date preceding any Interest Payment Date to 9:00 a.m. New York City time on such event, such Note, when surrendered for conversion, must Interest Payment Date shall be accompanied by delivery payment from converting Holders, for the account of a check payable to the Conversion Agent in Company, of an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If Securities being surrendered for conversion; provided, however, a Holder will not be required to make such payment does not accompany such Note, if it is converting a Security that the Note shall not be converted; provided that no such check shall be required (i) if such Note Company has been called for redemption, (ii) or that the Holder is entitled to require the Company to repurchase from such Holder, if the Company has specified a Fundamental Change Repurchase Date, (iii) to conversion right would terminate because of the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; redemption or (iv) in respect of any conversions that occur (a) repurchase between the Regular Record Date immediately preceding a Repurchase Date and the related Repurchase Date close of business on the second Business Day following the next succeeding Interest Payment Date. Upon conversion, in lieu of settlement in shares of Common Stock, the Company may elect to settle in cash or (b) after the Record Date immediately preceding May 1, 2027a combination of cash and shares of Common Stock. If the Company defaults elects to settle entirely in cash, the Company will deliver to the Holder surrendering Securities on the Conversion Date, cash in an amount equal to the product of (i) a number equal to (A) the aggregate principal amount of Securities to be converted divided by 1,000, multiplied by (B) the Conversion Rate in effect on the Conversion Date, and (ii) 100% of the average sale price for the five consecutive Trading Days ending on the third Trading Day preceding the Conversion Date. If the Company elects to settle a portion of the conversion obligation in cash, the Company will deliver to the Holder surrendering Securities on the Conversion Date a cash amount calculated as described in the immediately preceding sentence and will satisfy the balance of the Company's conversion obligation by delivering shares of Common Stock to such Holder. The Company shall notify any Holder that converts Securities, with a copy to the Trustee and the Conversion Agent, by the second Trading Day following the Conversion Date whether the Company will pay such Holder in cash, shares of Common Stock or a combination of cash and shares of Common Stock, and such notice shall state the relative percentages of each. The Company shall pay such Holder any portion of the principal amount of Securities surrendered for conversion by such Holder to be paid in cash on the third Trading Day after the Conversion Date. With respect to any portion of the principal amount of a Holder's Securities surrendered for conversion to be paid in Common Stock, the Company shall deliver shares of Common Stock to such Holder on the fourth Trading Day following the Conversion Date. The portion of any combination settlement represented by shares of Common Stock shall be calculated to the nearest full share, and the value of any fractional share shall be added to the cash payment portion of the combination settlement. Notwithstanding the foregoing, if an Event of Default pursuant to Section 5.1 (other than a default in a cash payment upon conversion of the debentures), has occurred and is continuing, the Company shall not be entitled to elect to settle in cash or a combination of cash and shares of Common Stock upon conversion of any Security, other than payment of cash in lieu of fractional shares pursuant to Section 12.4. By delivering to the Holder the number of shares of Common Stock issuable upon conversion, determined by dividing the principal amount of the Securities being converted by the Conversion Price, together with a cash payment, if any, in lieu of fractional shares, the Company will have satisfied its obligation with respect to the converted Securities. Accrued but unpaid interest (including Contingent Interest and Special InterestAdditional Amounts, if any) payable on the Interest Payment Dateshall not be canceled, the Conversion Agent extinguished or forfeited but rather shall promptly repay such funds be deemed to be paid in full to the Holder. Notwithstanding anything in this Supplemental Indenture or in holder entitled thereto through the Indenture to the contrarydelivery of shares, together with a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interestcash payment, if any) to, but excludingin lieu of fractional shares, in exchange for the Conversion DateSecurity being converted.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: Indenture (Bowne & Co Inc)
Conversion Procedure. (1i) To convert a Note, a Holder must (i1) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note (the “Conversion Notice”) and deliver such notice to the Company and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock and any cash to be delivered upon settlement of the Conversion AgentObligation to be delivered and registered or paid, as applicable, (ii2) if the Note is in definitive form, surrender the Note to the Conversion AgentCompany, (iii3) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if reasonably required by the Security Registrar or the Conversion AgentCompany, and (iv4) pay any all transfer or other taxsimilar taxes, 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 Section 5(e). The date on which the Applicable Procedures. As promptly as practicable after Holder of a Note satisfies all of those requirements (or, if such date is not a Business Day, the later next following Business Day) is the “Conversion Date” with respect to such Note, and any conversion of a Note will be deemed to occur at the close of business on the Conversion Date and applicable to such Note. If, at any time the last date that all calculations necessary to make on which any Note may be converted is not a Business Day, such payment and delivery have been madeNote may be converted on the immediately following Business Day and, but in no event later than five Business Days after as of such date, such Person’s rights as a Holder of such Note shall cease. Upon the later conversion of those daysa Note, the Company shall will deliver to the Holder through Settlement Amount and cash in lieu of fractional shares on the Conversion Agent cash requisite delivery and shares of Common Stock, as applicable, payment dates specified in the amounts calculated in accordance with Section 8.14 or Section 8.15, as applicable5(c)(i)(6).
(2ii) The person in whose name certificates for the shares of Common Stock are issuable upon conversion of a Note, in the case of a Stock Settlement or a Combination Settlement, in accordance with Section 5(c)(i)(4) shall be deemed to be a holder of record of such Common Stock on the later close of (i) business on the Conversion DateDate (in the case of Stock Settlement) or the Settlement Date (in the case of Combination Settlement) with respect to such converted Note, (ii) the expiration of the period except as otherwise provided in which the Company may elect to deliver cash in lieu of shares of Common Stock Section 5(g)(ii); provided, however, that if the Company has not made Settlement Date with respect to any converted Note would otherwise be on 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 closed, then the person in whose name such certificates are so issuable shall be effective to constitute the Person or Persons entitled to receive the shares holder of record of such 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 not been closed. Upon conversion of a Note, such Person person shall no longer be a Holder of such Note; provided, however, that the converting Holder shall have the right to receive the Settlement Amount due upon conversion.
(3iii) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special InterestIf a Holder converts more than one Note at the same time, if any) on a converted Note or for dividends or distributions on the number of shares of Common Stock issued issuable upon the conversion (and the amount of a Note. The Company any cash in lieu of fractional shares pursuant to Section 5(d) hereof) shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the opening of business be based on the next Interest Payment Date, including the date aggregate principal amount of maturity, Holders of such all Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or .
(iv) in respect In the case of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4) Upon surrender of a Note that which is converted in partpart only, upon such conversion the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate execute and deliver to the HolderHolder thereof, without service charge, a new Note equal or Notes of authorized denominations in an aggregate principal amount to equal to, and in exchange for, the unconverted portion of the principal amount of such Note. A Note surrenderedmay be converted in part, but only if the principal amount of such part is an integral multiple of $1,000 and the principal amount of such Note to remain outstanding after such conversion is equal to $1,000 or any integral multiple of $1,000 in excess thereof.
(v) No Holder may surrender Notes for conversion if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 4(b)(vii).
Appears in 1 contract
Sources: Note Purchase Agreement (Manitex International, Inc.)
Conversion Procedure. (1) To convert a NoteSecurity, a Holder must (ia) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on Conversion Notice in substantially the back form included in the form of the Note Securities in Section 203 and deliver such notice to the Conversion AgentAgent at its own expense, (iib) if the Note is in definitive form, surrender the Note Security to the Conversion AgentAgent duly endorsed or assigned to the Company or in blank, (iiic) if the Note is in definitive form, furnish appropriate endorsements and transfer documents (if any) required by the Security Registrar or the Conversion Agent, and (ivd) pay any required transfer or similar tax and make any other taxrequired payment. The date on which the Holder satisfies all of those requirements is the "Conversion Date." As soon as practicable, if required by Section 8.3 and (v) if the Note is held in book-entry formany event not later than 14 days, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. As promptly as practicable after the later of the Conversion Date (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), the Company will register the person or persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Ordinary Shares in its share register and will cause its share registrar to mail (at the risk, and, if sent at the request of such person otherwise than by ordinary mail, at the expense, of the person to whom such certificate or certificates are sent) such certificate or certificates for such Ordinary Shares to the person or persons and at the place specified in the Conversion Notice. The person or persons specified for that purpose will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date that he is or they are registered as such in the Company's share register (the "Registration Date"). [The Ordinary Shares issued upon conversion of the Securities will in all calculations necessary respects rank parti passu 86 79 with the Ordinary Shares in issue on the relevant Registration Date.] A holder of Ordinary Shares issued on conversion of Securities shall not be entitled to make such any rights of a shareholder the record date for which precedes the relevant Registration Date. If the record date for the payment and delivery have been madeof any dividend or other distribution in respect of the Ordinary Shares is on or after the Conversion Date in respect of any Securities converted, but in no event later than five Business Days after before the later of those daysRegistration Date, the Company shall deliver pay to the converting Holder through the Conversion Agent cash and shares of Common Stock, as applicable, in the amounts calculated in accordance with Section 8.14 an amount equal to any such dividend or Section 8.15, as applicable.
(2) The person in whose name the shares of Common Stock are issuable upon conversion shall be deemed other distribution to be which he would have been entitled had he on that record date been such a holder shareholder of record of such Common Stock on the later number Ordinary Shares issued upon conversion (taking into account any retroactive adjustment 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 pursuant to the date that fourth paragraph of Section 1305), and will make such Note shall have been surrendered for conversion, payment at the same time as if the stock transfer books it makes payment of the Company had dividend or other distribution, or as soon as practicable thereafter, but, in any event, not been closedlater than seven days thereafter. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but interest on a Security delivered for conversion. The delivery to a Holder of the fixed number of Ordinary Shares into which the Security is convertible will be deemed to satisfy the Company's obligation to apply the principal amount and any accrued and unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust attributable to the period from the issue date to the Conversion Price to account Date. If any Holder surrenders a Security for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted conversion after the close of business on a the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, including the date of maturity, Holders of such Notes at before the close of business on the related Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date shall be paid to the Holder of such Security on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversionDate. In such event, unless such NoteSecurity has been called for redemption on a Redemption Date prior to such Interest Payment Date, such Security, when surrendered for conversion, must be accompanied by delivery of a check or draft payable to a Person designated by the Conversion Agent Company in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such NoteSecurity, the Note Security shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds shall be repaid to the Holder. Notwithstanding anything Fractions of Ordinary Shares will not be issued on conversion, and no cash adjustments will be made in this Supplemental Indenture or respect of any such fraction. Similarly, under the ADS Deposit Agreement, fractions of ADSs will not be issuable upon conversion and deposit of the Ordinary Shares with the ADS depositary, and no cash adjustments will be made in the Indenture to the contrary, respect of any such fraction. 87 80 If a Holder that converts its Notes after more than one Security at the Company has called same time, the Notes for redemption pursuant to Section 7.1(1) number of this Supplemental Indenture Ordinary Shares or ADSs issuable upon the conversion shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, based on the Conversion Date.
(4) aggregate principal amount of Securities converted. Upon surrender of a Note Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered.
Appears in 1 contract
Conversion Procedure. (1) To convert a Convertible Note, a Holder must (ia) if the Note is in definitive form, complete and manually sign the irrevocable a conversion notice on in substantially the back form included in the form of the Note Convertible Notes set forth in Exhibit A hereto and deliver such notice to the Conversion AgentAgent at its own expense, (iib) if the Note is in definitive form, surrender the Convertible Note to the Conversion AgentAgent duly endorsed or assigned to the Company or in blank, (iiic) if the Note is in definitive form, furnish appropriate endorsements and transfer documents (if any) required by the Security Registrar or the Conversion Agent, and (ivd) pay any required transfer or similar tax and make any other tax, if required by Section 8.3 and (v) if payment. The date on which 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 Holder satisfies 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, requirements is the Company shall deliver to “Conversion Date.” Immediately following deposit of a Convertible Note and conversion notice and payment by the converting Holder through the Conversion Agent cash and shares of Common Stock, as applicable, in the amounts calculated any required amount in accordance with Section 8.14 13.2, the Conversion Agent shall (i) verify that the conversion notice has been duly completed in accordance with its terms and purports to have been signed by or Section 8.15on behalf of the Holder of such Convertible Note named therein and (ii) set out in the conversion notice (A) the deposit date and the Conversion Date in respect of the deposited Convertible Note, as applicable.
(2B) The person in whose name the shares Conversion Price on Conversion Date and (C) the number of Common Stock are Ordinary Shares or ADSs issuable upon conversion of such deposited Convertible Note. The Conversion Agent shall reject such deposited Convertible Note if the conversion notice in respect of which has not been duly completed in accordance with its terms or does not purport to have been signed by or on behalf of the Holder of such Convertible Note named therein. The Conversion Agent shall send by facsimile to the Company a copy of the conversion notice as soon as practicable, but in any event no later than two Business Days, following such verification, and shall send by post, to the Company the original conversion notice as soon as practicable following any such request by the Company in writing. On deposit of a Convertible Note and a conversion notice (and payment by a converting Holder of any required amount) in accordance with Section 13.3, the Convertible Note and the Conversion Notice so deposited and any relevant amounts shall be deemed to be held by the Conversion Agent as the agent of the Company. No Holder will be entitled to receive physical share certificates in respect of the Ordinary Shares arising from the conversion of the Convertible Notes. Delivery of the Ordinary Shares shall be made by crediting such Ordinary Shares to a Holder’s securities account or the securities account of a Holder’s depository agent with CDP. The Company shall allot and issue the Ordinary Shares arising from the conversion of the Convertible Notes in accordance with instructions as set out in the conversion notice and shall deliver to CDP the share certificate(s) relating to such Ordinary Shares in the name of CDP for the credit of the Holder’s securities account or the securities account of Holder’s depository agent securities account as specified in the Conversion Notice as soon as practicable, and in any event not later than 14 days, after the Conversion Date (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations). The Company will register the Person or Persons designated for the purpose in the Conversion Notice as holder(s) of the relevant number of Ordinary Shares in its share register. The Person or Persons specified for that purpose will become the holder of record of the number of Ordinary Shares issuable upon conversion with effect from the date he is or they are registered as such Common Stock in the Company’s share register (the “Registration Date”). The Ordinary Shares issued upon conversion of the Convertible Notes will in all respects be fully paid and nonassessable and rank equally with all the Ordinary Shares in issue on the later relevant Registration Date. A holder of (i) Ordinary Shares issued on conversion of Convertible Notes shall not be entitled to any rights of a shareholder the record date for which precedes the relevant Registration Date. If the record date for the payment of any dividend or other distribution in respect of the Ordinary Shares is on or after the Conversion Date in respect of any Convertible Notes converted, but before the Registration 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 pay to constitute the Person converting Holder an amount equal to any such dividend or Persons other distribution to which he would have been entitled to receive the shares had he on that record date been such a shareholder of Common Stock upon such conversion as the record holder or holders of such shares number of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares Ordinary Shares issued upon conversion (disregarding any retroactive adjustment 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 pursuant to the date that fourth paragraph of Section 13.5), and will make such Note shall have been surrendered for conversion, payment at the same time as if the stock transfer books it makes payment of the Company had dividend or other distribution, or as soon as practicable thereafter, but, in any event, not been closedlater than seven days thereafter. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but and unpaid interest (including Contingent Interest and Special Interest, if any) on dividends on the Ordinary Shares on a converted Convertible Note or delivered for dividends or distributions on shares of Common Stock issued upon conversion of a Noteconversion. The Company shall not adjust delivery to a Holder of the fixed number of Ordinary Shares or ADSs into which the Convertible Note is convertible will be deemed to satisfy the Company’s obligation to pay the principal amount and any accrued and unpaid premium and interest attributable to the period from the Interest Payment Date immediately preceding the Conversion Price Date to account the Conversion Date. If any Holder surrenders a Convertible Note for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted conversion after the close of business on a the Regular Record Date and prior relating to the Interest Payment Date but before the opening of business on the next related Interest Payment Date, including then, notwithstanding such conversion, the date of maturity, Holders interest payable on such Interest Payment Date shall be paid to the Holder of such Notes at the close of business Convertible Note on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversionDate. In such event, unless such Convertible Note has been called for redemption on a Redemption Date prior to such Interest Payment Date, such Convertible Note, when surrendered for conversion, must be accompanied by delivery of a check or draft payable to a Person designated by the Conversion Agent Company in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Convertible Note, the Convertible Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds shall be repaid to the Holder. Notwithstanding anything Fractions of Ordinary Shares will not be issued on conversion and will not be deposited with the Depository, and no cash adjustments will be made in this Supplemental Indenture or in respect of any such fraction of Ordinary Shares. Under the Indenture ADS Deposit Agreement, the Depository will not issue fractions of ADSs. To the extent the Depository does not accept a certain number of Ordinary Shares for deposit pursuant to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excludingADS Deposit Agreement, the Conversion Date.
(4) Agent will sell the Ordinary Shares representing such fractional ADSs and will distribute the net proceeds of the sale to the Holder. If a Holder converts more than one Convertible Note at the same time, the number of Ordinary Shares or ADSs issuable upon the conversion shall be based on the aggregate principal amount of Convertible Notes converted. Upon surrender of a Convertible Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Convertible Note equal in principal amount to the unconverted portion of the Convertible Note surrendered. A conversion notice once given will be irrevocable and may not be withdrawn without the prior written consent of the Company. The Company or the Conversion Agent on its behalf may reject any incomplete or incorrect conversion notice. All costs and expenses incurred by an incomplete or incorrect conversion notice will be for the account of the relevant Holder.
Appears in 1 contract
Sources: First Supplemental Indenture (Chartered Semiconductor Manufacturing LTD)
Conversion Procedure. A Holder may convert a portion of a Security if the portion converted is in a $1,000 principal amount or an integral multiple of $1,000 in excess thereof. Provisions of this Section 12.3 that apply to conversion of all of a Security also apply to conversion of a portion of a Security. To convert a Security, a Holder must, in the case of a Global Security, comply with the Applicable Procedures of the Depositary, and in the case of a Non-Global Security, (1) To convert a Note, a Holder must (i) if the Note is in definitive form, complete and manually sign the form of irrevocable conversion notice on the back (or complete and manually sign a facsimile of the Note such notice) and deliver such notice to the Conversion Agent, (ii2) surrender, if a Non-Global Security, the Note is in definitive form, surrender the Note Security to the Conversion Agent, (iii) if the Note is and in definitive formany such case, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv) and pay any transfer or similar taxes and all other taxtaxes or duties, if required by Section 8.3 and required. The first Business Day on which the Holder satisfies all those requirements is the conversion date (v) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures"Conversion Date"). As promptly as practicable on or 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 daysDate, the Company shall issue and deliver to the Holder Holder, through the Conversion Agent cash and Agent, a certificate or certificates for the number of full shares of Common StockStock issuable upon the conversion, as applicable, and cash in lieu of any fractional share determined pursuant to Section 12.4 (other than in the amounts calculated case of Holders in book-entry form with the Depositary, which shares shall be delivered in accordance with Section 8.14 or Section 8.15, as applicable.
(2) the Depositary's Applicable Procedures). The person Person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be treated as a holder stockholder of record as 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 not been closedDate. Upon conversion of a NoteSecurity in its entirety, such Person shall no longer be a Holder of such Note.
(3) Security. 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 such time. All shares of Common Stock delivered upon such conversion of Restricted Securities shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Securities pursuant to Section 3.5 and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock. 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 authorized denominations in an aggregate principal amount equal to the unconverted portion of the principal amount of such Security. If shares of Common Stock to be issued upon conversion of a Restricted Security, or Securities to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Conversion Agent a Surrender Certificate, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, registrar or transfer agent shall be required to register in a name other than that of the beneficial owner, shares of Common Stock or Securities issued upon conversion of any such Restricted Security not so accompanied by a properly completed Surrender Certificate. No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interestdividends on, if any) on a converted Note or for dividends or other distributions on with respect to, any shares of Common Stock issued upon except as provided in this Section. On conversion of a NoteSecurity, that portion of accrued and unpaid interest, if any, through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the shares of Common Stock (together with the cash payment, if any, in lieu of fractional shares) for the Security being converted pursuant to the provisions hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest, if any, through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued for the principal amount of the Securities. The Company shall will not adjust the Conversion Price Rate to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after any. If the close Holder converts more than one Security at the same time, the number of business shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities, including any accrued and unpaid interest of the Securities converted. Except as provided in this paragraph, a Holder of Securities who converts on a date that is not an Interest Payment Date, shall not be entitled to receive any accrued and unpaid interest on any such Securities being converted. If a Holder is a holder of a Security on a Regular Record Date, including any Securities converted subsequent to the Regular Record Date and preceding an Interest Payment Date but prior to the opening of business on the next such Interest Payment Date, including the date of maturity, Holders Holder of such Notes Securities at the close of business 5:00 p.m. New York City time on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes Security on the corresponding such Interest Payment Date notwithstanding the conversionconversion thereof. In Securities converted during the period from 5:00 p.m. New York City time on any Regular Record Date preceding any Interest Payment Date to 9:00 a.m. New York City time on such event, such Note, when surrendered for conversion, must Interest Payment Date shall be accompanied by delivery payment from converting Holders, for the account of a check payable to the Conversion Agent in Company, of an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If Securities being surrendered for conversion; provided, however, a Holder will not be required to make such payment does not accompany such Note, if it is converting a Security that the Note shall not be converted; provided that no such check shall be required (i) if such Note Company has been called for redemption, (ii) or that the Holder is entitled to require the Company to repurchase from such Holder, if the Company has specified a Fundamental Change Repurchase Date, (iii) to conversion right would terminate because of the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; redemption or (iv) in respect of any conversions that occur (a) repurchase between the Regular Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment close of interest (including Contingent Interest and Special Interest, if any) payable business on the second Business Day following the next succeeding Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Conversion Procedure. (1) To convert a Convertible Note, a Holder must (ia) if the Note is in definitive form, complete and manually sign the irrevocable a conversion notice on in substantially the back form included in the form of the Note Convertible Notes set forth in Exhibit A hereto and deliver such notice to the Conversion AgentAgent at its own expense, (iib) if the Note is in definitive form, surrender the Convertible Note to the Conversion AgentAgent duly endorsed or assigned to the Company or in blank, (iiic) if the Note is in definitive form, furnish appropriate endorsements and transfer documents (if any) required by the Security Registrar or the Conversion Agent, and (ivd) pay any required transfer or similar tax and make any other tax, if required by Section 8.3 and (v) if payment. The date on which 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 Holder satisfies 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, requirements is the Company shall deliver to "Conversion Date." Immediately following deposit of a Convertible Note and conversion notice and payment by the converting Holder through the Conversion Agent cash and shares of Common Stock, as applicable, in the amounts calculated any required amount 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 not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date13.2, the Conversion Agent shall promptly repay (i) verify that the conversion notice has been duly completed in accordance with its terms and purports to have been signed by or on behalf of the Holder of such funds Convertible Note named therein and (ii) set out in the conversion notice (A) the deposit date and the Conversion Date in respect of the deposited Convertible Note, (B) the Conversion Price on Conversion Date and (C) the number of Ordinary Shares or ADSs issuable upon conversion of such deposited Convertible Note. The Conversion Agent shall reject such deposited Convertible Note if the conversion notice in respect of which has not been duly completed in accordance with its terms or does not purport to have been signed by or on behalf of the Holder of such Convertible Note named therein. The Conversion Agent shall send by facsimile to the Holder. Notwithstanding anything Company a copy of the conversion notice as soon as practicable, but in this Supplemental Indenture or in the Indenture any event no later than two Business Days, following such verification, and shall send by post, to the contrary, a Holder that converts its Notes after Company the original conversion notice as soon as practicable following any such request by the Company has called the Notes for redemption pursuant to in writing. On deposit of a Convertible Note and a conversion notice (and payment by a converting Holder of any required amount) in accordance with Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding13.3, the Conversion Date.
(4) Upon surrender of a Convertible Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate Conversion Notice so deposited and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.any
Appears in 1 contract
Sources: First Supplemental Indenture (Chartered Semiconductor Manufacturing LTD)
Conversion Procedure. (1) To convert a NoteDebenture, a Holder must satisfy the requirements in paragraph 8 of the Debentures and (i) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note Debenture and deliver such notice to the Conversion Agent, (ii) if the Note is in definitive form, surrender the Note Debenture 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 11.04 and (v) if the Note Debenture is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable ProceduresDepositary's book entry conversion programs. The date on which the Holder satisfies all of the foregoing requirements is the "CONVERSION DATE". As promptly soon 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 any event later than within five Business Days after the later of those business days, the Company shall deliver to the Holder through the Conversion Agent cash and either (i) a certificate for or (ii) a book-entry notation of the number of whole shares of Common Stock, as applicable, Stock issuable upon the conversion pursuant to Section 11.05 and cash in the amounts calculated in accordance with Section 8.14 or Section 8.15, as applicable.
(2) lieu of any fractional shares. The person Person in whose name the shares of Common Stock are issuable upon conversion Debenture is registered shall be deemed to be a holder stockholder of record of such Common Stock on the later of (i) the Conversion Date; provided, (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 Electionhowever, 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 Debenture 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 openopen (subject to the provisions of the next paragraph of this Section 11.02); provided, further further, that such conversion shall be at the Conversion Price in effect on the date that such Note Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a NoteDebenture, such Person shall no longer be a Holder of such Note.
Debenture. In respect of any Debenture presented for conversion, the Company may, at its option, in lieu of delivering shares of Common Stock, elect to pay the Holder surrendering such Debenture an amount of cash equal to the average of the last reported sale price for the Common Stock for the five consecutive trading days immediately following (3a) No the date of delivery of the Company's notice of its election to deliver cash (as described in the next succeeding sentence) if the Company has not given Notice of Redemption, or (b) the Conversion Date, in the case of a conversion following a Notice of Redemption with respect to such Debenture, specifying that the Company intends to deliver cash upon conversion, in either case multiplied by the number of shares of Common Stock issuable upon conversion of such Debenture on that date. The Company shall inform Holders of its election to deliver shares of Common Stock or to pay cash in lieu of the delivery of such shares by delivering an irrevocable written notice to the Trustee and the Paying Agent prior to the close of business on the second business day after the Conversion Date, unless it has already informed Holders of its election by delivering an irrevocable notice in connection with its optional redemption of the Debentures as set forth in Section 3.01 hereof. If the Company delivers only shares of Common Stock upon conversion, such shares shall be delivered through the Trustee no later than the fifth business day following the Conversion Date. If the Company elects to satisfy all or a portion of its obligation to deliver shares upon conversion in cash, the payment, including any delivery of Common Stock, will be made to Holders surrendering Debentures no latex than the tenth business day following the applicable Conversion Date; provided that if an Event of Default has occurred and is continuing, the Company shall not pay cash upon conversion of any Debentures (other than cash in lieu of fractional shares as set forth below). Accrued interest (including Contingent Interest, accrued Tax Original Issue Discount and Additional Amounts, if any) on a Debenture shall not be cancelled, extinguished or forfeited but rather shall, except as otherwise set forth herein, be deemed paid by an applicable portion of the Common Stock issued upon conversion of such Debenture. Except as set forth in the preceding sentence, no payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interestor Additional Amounts, if any) ), on a converted Note Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company Debenture (provided that the shares of Common Stock received upon conversion of Debentures shall not adjust continue to accrue Additional Amounts, as applicable, in accordance with the Conversion Price Registration Rights Agreement and shall be entitled to account for the accrued but unpaid interest. Notwithstanding the foregoingreceive, if Notes are converted after the close of business on a Regular Record Date and prior to the opening of business on at the next Interest Payment Date, including the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the any accrued but unpaid Additional Amounts with respect to the converted Debentures), but if any Holder surrenders a Debenture for conversion between the record date for the payment of an installment of interest and the next Interest Payment Date, then, notwithstanding such conversion, the interest (including Contingent Interest and Special Interestor Additional Amounts, if any) ), payable on such Notes on the corresponding Interest Payment Date notwithstanding shall be paid to the conversionHolder of such Debenture on such Interest Payment Date. In such event, such NoteDebenture, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interestor Additional Amounts, if any) ), payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such NoteDebenture, the Note Debenture shall not be converted; provided provided, however, that no such check shall be required (i) if such Note Debenture has been called for redemption, (ii) if redemption on a redemption date within the Company has specified a Fundamental Change Repurchase period between and including such record date and such Interest Payment Date, (iii) to or if such Debenture is surrendered for conversion on the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027Interest Payment Date. If the Company defaults in the payment of interest (including Contingent Interest and Special Interestor Additional Amounts, if any) ), payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture No fractional shares of Common Stock shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Debentures (or in the Indenture specified portions thereof to the contraryextent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Debenture or Debentures, a Holder that converts its Notes after the Company has called shall make a payment in lieu thereof in cash based on the Notes for redemption pursuant to Section 7.1(1) current Market Price of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, a share of Common Stock on the Conversion Date.
(4) . Upon surrender of a Note Debenture that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Note Debenture equal in principal amount to the unconverted portion of the Note Debenture surrendered.
Appears in 1 contract
Sources: Indenture (Grey Global Group Inc)
Conversion Procedure. (1) To convert An Original Holder may commence a Note, conversion pursuant to this Section 8 by delivering a Holder must (i) if the Note is in definitive form, complete and manually sign signed conversion notice, in the irrevocable conversion notice on form provided by the back Conversion Agent, or a facsimile of the Note and deliver such notice conversion notice, to the Conversion Agent, provided that such notice may, pursuant to a written notice thereunder be made contingent upon (iibut only upon) if the Note successful completion of any registered public offering of the Ordinary Shares to be issued on such conversion that 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 being conducted pursuant to the Applicable Procedures. As promptly as practicable after the later of the Conversion Date registration rights attaching to such Ordinary Shares at such time and the date that such notice shall in 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.
other respects be irrevocable (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 such notice is received, the amount of cash issuable per Note has been determined“Conversion Notice Date”; provided that no surrender of that, if such date is not a Note on any date when the stock transfer books of the Company shall be closed shall be effective Business Day or such compliance does not occur prior 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 such date, the Conversion Notice Date shall be the next succeeding day Business Day). On or before the 31st Trading Day following the Conversion Notice Date (the “Conversion Date”), the Original Holder must:
(i) surrender the Series B Shares to the Conversion Agent (if the Series B Shares are certificated);
(ii) pay any funds equal to the dividends payable on which such stock transfer books are open; provided, further the next Dividend Payment Date that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversionHolder is required to pay under this Section 8(d);
(iii) if required, as furnish customary endorsements and transfer documents; and
(iv) if the stock transfer books of required, pay any share transfer, documentary, stamp or similar taxes not payable by the Company had not been closedpursuant to Section 22. Upon conversion of If an Original Holder’s interest is a Notebeneficial interest in a global certificate representing Series B Shares, such Person shall no longer be in order to convert an Original Holder must comply with clauses (ii), (iii) and (iv) listed above and comply with the Depositary’s procedures for converting a beneficial interest in a global security. Provided that the Original Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding has complied with the foregoing, on the Conversion Date, the Conversion Agent shall, on such Original Holder’s behalf, convert the Series B Shares into Ordinary Shares, (x) in accordance with the terms of the notice delivered by such Original Holder to the Conversion Agent or (y) otherwise pursuant to any applicable Depositary procedures, if Notes are converted applicable. If an Original Holder converts its Series B Shares after the close of business on a Regular Dividend Record Date and Date, but prior to the opening open of business on the next Interest Dividend Payment Date corresponding to such Dividend Record Date, including then (x) the date of maturity, Holders Original Holder of such Notes Series B Shares at the close of business on such Regular Dividend Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interestbe entitled, if any) payable notwithstanding such conversion, to receive, on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Dividend Payment Date, the Conversion Agent shall promptly repay unpaid dividends that have accrued on such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) Series B Shares to, but excluding, such Dividend Payment Date; and (y) the Conversion Original Holder of such Series B Shares must, upon surrender of such Series B Shares for conversion, accompany such Series B Shares with an amount of cash equal to the dividends that will be payable on such Series B Shares on such Dividend Payment Date.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: Investment Agreement (FGL Holdings)
Conversion Procedure. (1a) To convert a NoteThe Residual Amount may be converted, a Holder must (i) if the Note is in definitive formwhole or in part, complete any time and manually sign the irrevocable conversion notice on the back of the Note and deliver such notice from time to time, prior 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 Maturity Date. Such conversion shall be effectuated by the Security Registrar or Company, issuing a signed notice of conversion (the "Notice of Conversion"). The date on which the Notice of Conversion Agent, is effective (iv"Conversion Date") 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 the date on which the Holder has received from the Company a holder facsimile or original of record the signed Notice of Conversion. Notwithstanding the above, any Notice of Conversion received on or after 4:00 P.M. EST shall be deemed to have Been received the following business day (receipt being via a confirmation Of the time such facsimile to the Holder is received).
(b) Common Stock on the later of (i) the Conversion Date, (ii) the expiration to be Issued - Upon any conversion of the period in which Note, and upon receipt by the Holder or its attorney of a facsimile or original of the Company's signed Notice of Conversion, the Company may elect shall instruct its transfer agent to deliver cash issue stock certificates without restrictive legends or stop transfer instructions, if at that time the aforementioned registration statement described in lieu Article 5.1 has been declared effective (or with proper restrictive legends if the registration statement has not as yet been declared effective), in such denominations to be specified at conversion representing the number of shares of Common Stock if issuable upon such conversion, as applicable. In the event that the Note is aged and deemed sellable under Rule 144, the Company has not made shall, upon a Physical Settlement ElectionNotice of Conversion, or (iii) if instruct the transfer agent to issue free trading certificates without restrictive legends, subject to other applicable securities laws. The Company has not made a Physical Settlement Election and elects to deliver cash in lieu is responsible for all costs associated with the issuance of somethe shares, excluding, but not alllimited to, of such shares of Common Stockfees associated with the opinion letter, 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 FedEx of the certificates and any other costs that arise. The Company shall be closed act as registrar and shall be effective maintain an appropriate ledger containing the necessary information with respect 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 not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall not adjust the otherwise be freely resold, except as may be set forth herein or subject to applicable law.
(c) Conversion Rate - The Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check set at $0.0002
(d) Nothing contained in the Note shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) deemed to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; establish or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in require the payment of interest to the Holder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Holder to the Company.
(e) It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including Contingent Interest and Special Interestthe responsibility for the delivery of an opinion letter to the transfer agent, if any) payable so required. The Holder shall be treated as a shareholder of record on the Interest Payment Date, the Conversion Agent shall promptly repay such funds date Common Stock is issued to the Holder. Notwithstanding anything in this Supplemental Indenture or If the Holder shall designate another person as the entity in the Indenture name of which the stock certificates issuable upon conversion of the Note are to be issued prior to the contraryissuance of such certificates, a the Holder that converts its Notes after shall provide to the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture evidence that either no tax shall be entitled to receive all accrued due and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, payable as a result of such transfer or that the Conversion Date.
(4) applicable tax has been paid by the Holder or such person. Upon surrender of a Note any Notes that is are to be converted in part, the Company shall executeissue to the Holder a new Note equal to the unconverted amount, if so requested in writing by the Holder.
(f) Within five (5) business days after receipt of the documentation referred to above in Article 5.2, the Company shall deliver a certificate for the number of shares of Common Stock issuable upon the conversion. In the event the Company does not make delivery of the Common Stock as instructed by the Holder within five (5) business days after the Conversion Date, then in such event the Company shall pay to the Holder one percent (1%) in cash of the dollar value of the amount remaining on the Note after said conversion, compounded daily, per each day after the fifth (5th) business day following the Conversion Date that the Common Stock is not delivered to the Holder. The Company acknowledges that its failure to deliver the Common Stock within five (5) business days after the Conversion Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Note a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages, and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Note.
(g) The Company shall at all times reserve (or make alternative written arrangements for reservation or contribution of shares) and have available all Common Stock necessary to meet conversion of the entire amount of the Note then outstanding. If, at any time the Company does not have sufficient authorized but unissued shares of Common Stock (or alternative shares of Common Stock as may be contributed by stockholders of the Company) available to effect, in full, a conversion of the Note (a "Conversion Default," the date of such default being referred to herein as the "Conversion Default Date"), the Company shall issue to the Holder all of the shares of Common Stock which are available, and the Trustee shall, Notice of Conversion as to any Note requested to be converted but not converted (the "Unconverted Note") may be deemed null and void upon receipt written notice sent by the Company. The Company shall provide notice of a Company Order, authenticate and deliver such Conversion Default ("Notice of Conversion Default") to the Holder, a new Note equal in principal amount by facsimile within three (3) business days of such default (with the original delivered by overnight mail or two day courier), and the Holder shall give notice to the unconverted Company by facsimile within five (5) business days of receipt of the original Notice of Conversion Default (with the original delivered by overnight mail or two day courier) of its election to either nullify or confirm the Notice of Conversion. The Company acknowledges that its failure to maintain a sufficient number of authorized but unissued shares of Common Stock to effect, in full, a conversion of the Note will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Note a provision for liquidated damages.
(h) If, by the fifth (5th) business day after the Conversion Date of any portion of the Note surrenderedto be converted (the "Delivery Date"), the transfer agent fails for any reason to deliver the Common Stock upon conversion by the Company and after such Delivery Date, the Holder purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") solely in order to make delivery in satisfaction of a sale of Common Stock by the Holder (the "Sold Shares"), which delivery such Holder anticipated to make using the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to the Holder, in addition to any other amounts due to the Holder pursuant to this Note, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy In Adjustment Amount" is the amount equal to the excess, if any, of (x) The Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in immediately available funds within five (5) business days of written demand by the Holder. By way of illustration and not in limitation of the foregoing, if the Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which the Company will be required to pay to the Holder will be $1,000.
Appears in 1 contract
Sources: Side Letter Agreement (Innovative Product Opportunities Inc.)
Conversion Procedure. (1) To The right to convert any Note may be exercised, if such Note is represented by a Global Note, by book-entry transfer to the Conversion Agent (which initially shall be the Trustee) through the facilities of the Depositary in accordance with the applicable procedures or, if such Note is represented by a Holder must certificated Note, by delivery of such Note at the specified office of the Conversion Agent, accompanied, in either case, by (ia) a completed and duly signed Conversion Notice, in the form attached hereto as Exhibit D, (a “Conversion Notice”); (b) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the represented by a certificated Note and deliver such certificated Note has been lost, stolen, destroyed or mutilated, a notice to the Conversion AgentAgent in accordance with Section 307 regarding the loss, theft, destruction or mutilation of the Note; (iic) 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; and (d) payment of any tax or duty, (iv) pay in accordance with Section 1404, which may be payable in respect of any transfer involving the issue or delivery of the Class A Common Stock in the name of a Person other taxthan the Holder of the Note. 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 required all such requirements shall have been satisfied by Section 8.3 11:00 a.m., New York City time, on such day, and (v) if the Note is held in book-entry formall other cases, 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 shall be the date that all calculations necessary to make such payment and delivery have been madenext succeeding Business Day; however, but in no event later than five Business Days if a Holder surrenders for conversion a Note at any time after the later 25th scheduled Trading Day prior to the Stated Maturity Date, the Conversion Date shall be deemed to be the Business Day immediately preceding the Stated Maturity Date. On the third Business Day following the last day of those daysthe related Conversion Period, subject to Section 1405, the Company shall deliver to the Holder through the a Conversion Agent cash and a certificate for the number of whole shares of Class A Common StockStock (or the other form of consideration into which the Class A Common Stock has been converted in connection with a Transforming Transaction), as applicableif any, issuable upon the conversion and Cash (including Cash in the amounts calculated in accordance with lieu of any fractional shares pursuant to Section 8.14 or Section 8.15, as applicable.
(2) 1403). The person in whose name the shares of Class A Common Stock are issuable upon conversion certificate is registered shall be deemed to be a holder stockholder of record of such Common Stock on the later of (i) the Conversion Date; provided, (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 Electionhowever, 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 person or Persons persons entitled to receive the shares of Class A Common Stock upon such conversion as the record holder Holder or holders Holders of such shares of Class A Common Stock on such date, but such surrender shall be effective to constitute the Person person or Persons persons entitled to receive such shares of Class A Common Stock as the record holder Holder or holders 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 further, that such conversion shall be at the Conversion Price in effect for the 20 Trading Days beginning on the date that such Note shall have been surrendered for conversion, third Trading Day immediately following the Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such Person person shall no longer be a Holder of such Note.
(3) . No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Class A Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shallTrustee, upon receipt of a Company Orderan Officers’ Certificate and Opinion of Counsel, shall authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: First Supplemental Indenture (Sinclair Broadcast Group Inc)
Conversion Procedure. (1a) To convert a Noteexercise the Conversion Right attaching to any Bond, a Holder the holder thereof must (i) if the Note is in definitive formcomplete, complete execute and manually sign the irrevocable conversion notice deposit at his own expense on the back of the Note and deliver such notice any Business Day falling at least one Business Day prior to the Conversion AgentDate at the Designated Office a Conversion Notice together with the relevant Bond Certificate, (ii) or if notice requiring redemption has been given by the Note is in definitive formholder of such Bond pursuant to Condition 8.2, surrender the Note then up to the close of business at the Designated Office on the day prior to the giving of such notice.
(b) The conversion date in respect of a Bond (the “Conversion AgentDate”) must fall at a time when the Conversion Right attaching to that Bond is expressed in these Conditions to be exercisable (subject to the provisions of Condition 5.2(c) and Condition 10) and will be deemed to be the Stock Exchange Business Day immediately following the date of the surrender of the Bond Certificate in respect of such Bond and, if applicable, the delivery of such Conversion Notice and any payment to be made under these Conditions in connection with the exercise of such Conversion Right.
(iiic) if The Company shall pay any stamp, issue, registration, documental or other taxes and duties, including interest and penalties in Bermuda, Hong Kong, the Note is PRC and all other relevant jurisdictions payable on or in definitive form, furnish appropriate endorsements connection with the authorization and transfer documents if required by issue of the Security Registrar Bonds 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 issue of the Conversion Date Shares and the date that all calculations necessary any value added, turnover or similar tax payable in respect thereof (and references in these Conditions to make such payment amount shall be deemed to include any such taxes so payable in addition to it).
(d) As soon as practicable, and delivery have been made, but in no any event not later than five seven (7) Stock Exchange Business Days after the later of those daysConversion Date, the Company shall deliver to the Holder through the Conversion Agent cash and shares of Common Stock, as applicablewill, in the amounts calculated case of Bonds converted on exercise of the Conversion Right and in respect of which the relevant Bond Certificate has been delivered, register the person or persons designated for the purpose in the Conversion Notice or otherwise notified by any Bondholder in writing as holder(s) of the relevant number of Shares in the Company’s share register in Hong Kong and will, if the Bondholder has also requested in the Conversion Notice and to the extent permitted under applicable law and the rules and procedures of CCASS effective from time to time, take all necessary action to procure the Shares are delivered through CCASS for so long as the Shares are listed on the Hong Kong Stock Exchange; or will make such certificate or certificates available for collection at the Designated Office, or if so requested by such Bondholder in writing, will cause its share registrar to mail (at the risk, and, if sent at the request of such person otherwise than by uninsured ordinary mail, at the expense, of the person to whom such certificate or certificates are sent) such certificate or certificates to the person and at the place as notified by such Bondholder in writing, together with any other securities, property or cash required to be delivered upon conversion and such assignments and other documents (if any) as may be required by law to effect the transfer thereof. If the Conversion Date in relation to any Bond shall be after the record date for any issue, distribution, grant, offer or other event as gives rise to the adjustment of the Conversion Price pursuant to Condition 4.5 (if so elected by the Company) or Condition 5.4, but before the relevant adjustment becomes effective under the relevant provision, upon the relevant adjustment becoming effective the Company shall procure the issue to the converting Bondholder (or in accordance with Section 8.14 the instructions contained in the Conversion Notice (subject to applicable exchange control or Section 8.15other laws and regulations)), such additional number of Shares as, together with the Shares issued or to be issued on conversion of the relevant Bond, is equal to the number of Shares which would have been required to be issued on conversion of such Bond if the relevant adjustment to the Conversion Price had been made and become effective immediately after the relevant record date (as applicable.
(2) calculated by the Company in accordance with these Conditions). The person or persons designated in whose name the shares Conversion Notice or otherwise notified by the Bondholder(s) to the Company in writing will become the holder(s) of Common Stock are record of the number of Shares 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, with effect from the date on which he is or they are registered as such in the amount Company’s register of cash issuable per Note has been determined; provided that no surrender of a Note on any date when members (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 not been closed“Registration Date”). Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock The Shares issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for Bonds will in all respects rank pari passu with the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the opening of business Shares in issue on the next Interest Payment relevant Registration Date. Save as set out in these Conditions, including the date a holder of maturity, Holders Shares issued on conversion of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note Bonds shall not be converted; provided that no such check shall be required (i) if such Note has been called entitled to any rights the record date for redemption, (ii) if which precedes the Company has specified a Fundamental Change Repurchase relevant Registration Date, (iii) to . If the extent record date for the payment of any overdue interest, if any overdue interest exists at dividend or other distribution in respect of the time of conversion with respect to such Note; Shares is on or (iv) after the Conversion Date in respect of any conversions that occur Bond, but before the Registration Date (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment disregarding any retroactive adjustment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds Price referred to in this Condition 5.3(d) prior to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture time such retroactive adjustment shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4) Upon surrender of a Note that is converted in parthave become effective), the Company will pay to the converting Bondholder or his designee an amount (the “Equivalent Amount”) equal to the Fair Market Value of any such dividend or other distribution to which he would have been entitled had he on that record date been such a shareholder of record and will make the payment at the same time as it makes payment of the dividend or other distribution, or as soon as practicable thereafter, but, in any event, not later than seven days thereafter. The Equivalent Amount shall execute, and the Trustee shall, upon receipt be paid by means of a Company Order, authenticate HK Dollar cheque drawn on a bank in Hong Kong and deliver sent to the Holder, a new Note equal address specified in principal amount the relevant Conversion Notice or as notified by the relevant Bondholder to the unconverted portion of the Note surrenderedCompany from time to time.
Appears in 1 contract
Sources: Subscription Agreement
Conversion Procedure. Before the Investor is entitled to convert this Note into shares of Common Stock pursuant to Section 4(a) above, the Investor will surrender this Note (1or a notice to the effect that the original Note has been lost, stolen, or destroyed and an agreement acceptable to the Company whereby the Investor agrees to indemnify the Company from any loss incurred by it in connection with this Note) To and give written notice to the Company at its principal corporate office of the election to convert a the same pursuant to Section 4(a), and will state therein the amount of the unpaid principal amount of this Note to be converted, together with all accrued and unpaid interest. Upon such conversion of this Note, the Investor will execute and deliver to the Company an investor representation statement in a Holder must (i) if form reasonably required by the Company. The Company will, as soon as practicable thereafter, issue and deliver to the Investor a certificate or certificates for the number of shares to which the Investor is entitled upon such conversion, including a check payable to the Investor for any cash amounts payable as described in Section 4(d). If this Note is converted by the Company in definitive formaccordance with Section 4(b) above, complete and manually sign written notice will be delivered to the irrevocable conversion notice Investor at the address last shown on the back records of the Company for the Investor or given by the Investor to the Company for the purpose of notice, notifying the Investor of the conversion to be effected, specifying the Conversion Price, the principal amount of the Note to be converted, together with all accrued and deliver unpaid interest, the date on which such notice conversion is expected to the Conversion Agent, (ii) if the Note is in definitive form, occur and calling upon such Investor to surrender the Note to the Conversion AgentCompany, (iii) if in the Note is in definitive formmanner and at the place designated, furnish appropriate endorsements and transfer documents if required by the Security Registrar or Note. Upon such conversion of this Note, 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 Investor will execute and deliver to the Depositary appropriate instructions pursuant to Company an investor representation statement in a form reasonably required by 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 not been closedCompany. Upon conversion of a Notethis Note in accordance with this Section 4, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment this Note will be made of no further force and effect, whether or not it is delivered for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Notecancellation as set forth in this Section 4(c). The Company shall not adjust the Conversion Price will, as soon as practicable thereafter, issue and deliver to account such Investor a certificate or certificates for the accrued but unpaid interest. Notwithstanding number of shares to which the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the opening of business on the next Interest Payment DateInvestor is entitled upon such conversion, including the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent Investor for any cash amounts payable as described in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date4(d).
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: Note (Jones Soda Co)
Conversion Procedure. (1) To convert a Note, a A Holder must do each of the following in order to convert shares of Series A Preferred Stock pursuant to this Section 8(a):
(i) if in the Note is in definitive formcase of a conversion pursuant to Section 6(a), complete and manually sign the irrevocable conversion notice on provided by the back of Conversion Agent (the Note “Conversion Notice”), and deliver such notice to the Conversion Agent; provided, however that a Conversion Notice may be conditional on the completion of a Change of Control or other corporate transaction;
(ii) if the Note is in definitive form, surrender the Note to the Conversion AgentAgent the certificate or certificates (if any) representing the shares of Series A Preferred Stock to be converted (or, if such Holder alleges that such certificate or certificates have been lost, stolen or destroyed, a lost certificate or certificates affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate or certificates);
(iii) if the Note is in definitive formrequired, furnish appropriate endorsements and transfer documents if required by in a form reasonably acceptable to the Security Registrar or the Conversion Agent, Company; and
(iv) if required, pay any transfer stock transfer, documentary, stamp or other taxsimilar taxes not payable by the Company pursuant to Section 19. The foregoing clauses (ii), if required by Section 8.3 (iii) and (viv) if the Note is held in book-entry form, complete and deliver shall be conditions to the Depositary appropriate instructions issuance of shares of Company Common Stock to the Holders in the event of a Mandatory Conversion pursuant to Section 7 (but, for the Applicable Procedures. As promptly as practicable after the later avoidance of the Conversion Date and the date that all calculations necessary to make such payment and delivery have been madedoubt, but in no event later than five Business Days after the later of those days, the Company shall deliver not to the Holder through the Mandatory 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 Series A Preferred Stock are issuable upon conversion on the Mandatory Conversion Date, which such Mandatory Conversion shall be deemed to be a holder of record of such Common Stock occur automatically on the later of (i) the Conversion Date). The Holder may, (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 respect 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 dateMandatory Conversion, 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 not been closed. Upon conversion of deliver a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes 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 date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable notice to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interestspecifying, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur the deliverable shares of Company Common Stock, a delivery method of either book-entry basis, ▇▇▇▇-▇▇▇▇-▇▇▇▇.13 through the facilities of The Depositary Trust Company (aif eligible) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027certificated form. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Dateno such notice is delivered, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled deemed to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Datehave chosen delivery by book-entry.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: Investment Agreement (eHealth, Inc.)
Conversion Procedure. (1) To convert a NoteSecurity, a Holder must (ia) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note Security in the form attached hereto in Exhibit A and deliver such notice to the a Conversion Agent, (iib) if the Note is in definitive formcertificated, surrender the Note Security to the a Conversion Agent, (iiic) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security a Registrar or the a Conversion Agent, and (ivd) pay any amounts due pursuant to the third paragraph of this Section 5.2, including funds equal to accrued interest and Contingent Interest, if any, and any transfer or other similar tax, if required by Section 8.3 and (v) if required. The date on which the Note Holder satisfies all of those requirements is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. "Conversion Date." As promptly soon as practicable after the Conversion Date, but no later of than the fifth Business Day following 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 daysDate, the Company shall deliver to the Holder through the a Conversion Agent cash and a certificate for the number of whole shares of Common Stock, as applicableStock issuable upon the conversion and cash in lieu of any fractional shares pursuant to Section 5.3. Anything herein to the contrary notwithstanding, in the amounts calculated case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with Section 8.14 or Section 8.15, the Applicable Procedures as applicable.
(2) in effect from time to time. The person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be a holder shareholder of record of such Common Stock on the later of (i) the Conversion Date; provided, (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 Electionhowever, 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 Security on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons 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 person or Persons 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 further, that such conversion shall be at the Conversion Price Rate in effect on the date that such Note shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company had not been closed. Upon conversion of a NoteSecurity, such Person person shall no longer be a Holder of such Note.
(3) Security. No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a NoteSecurity. The Company shall not adjust Securities so surrendered for conversion (in whole or in part) during the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after period from the close of business on a Regular Record Date and prior any regular interest payment record date to the opening of business on the next Interest Payment Date, including the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding succeeding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must shall also be accompanied by delivery payment in immediately available funds of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (interest, including Contingent Interest and Special Interest, if any) , payable on such Interest Payment Date on the portion so principal amount of such Security then being converted. If , and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment does not accompany such Noteof defaulted interest by the Company; provided, the Note shall not be converted; provided however, that no such check shall payment by the Holder converting their Securities need be required made (ia) if such Note has been called for redemptionthe Company sets a Redemption Date that is after a regular interest payment record date but on or prior to the next Interest Payment Date, (iib) if the Company has specified a Fundamental Change Repurchase Date, Designated Event Purchase Date following a Designated Event that is after a regular interest payment record date but on or prior to the next Interest Payment Date or (iiic) to the extent of any overdue interestinterest or overdue Contingent Interest, if any overdue interest any, exists at the time of conversion with respect to such Note; Security. Except as otherwise provided in this Section 5.2, no payment or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding adjustment will be made for accrued interest, including Contingent Interest, if any, on a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027converted Security. If the Company defaults in the payment of interest (including interest, Contingent Interest and Special Interest, if any) , and Liquidated Damages, if any, payable on the such Interest Payment Date, the Conversion Agent Company shall promptly repay such funds to the such Holder. Notwithstanding anything Nothing in this Supplemental Indenture or in Section 5.2 shall affect the Indenture to the contrary, right of a Holder that converts its Notes after in whose name any Security is registered at the Company has called the Notes for redemption pursuant to Section 7.1(1) close of this Supplemental Indenture shall be entitled business on an interest payment record date to receive all accrued and unpaid interest (including the interest, Contingent Interest and Special Interest, if any) to, but excludingand Liquidated Damages, if any, payable on such Security on the related Interest Payment Date in accordance with the terms of this Indenture and the Securities. If a Holder converts more than one Security at the same time, the Conversion Date.
(4) Upon number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Securities converted. As promptly as practicable following the surrender of a Note Security that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the Holder, a new Note Security equal in principal amount to the unconverted portion of the Note Security surrendered.
Appears in 1 contract
Sources: Indenture (Actuant Corp)
Conversion Procedure. (1a) To convert a NoteSecurity, a Holder must (i1) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note Security (which shall be substantially in the form set forth in the form of Security attached as Exhibit A under the heading “Conversion Notice”) and deliver such notice to the Conversion Agent, (ii2) if the Note is in definitive form, surrender the Note Security to the Conversion Agent, (iii3) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv4) pay any an amount equal to the interest payable on the next Interest Payment Date if and as required by Section 4.02(c) and (5) pay all transfer or other taxsimilar taxes, 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 Section 4.04. The date on which the Applicable Procedures. As promptly as practicable after the later Holder of a Security satisfies all of the foregoing requirements is the “Conversion Date and Date” with respect to such Security. Upon 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 conversion of those daysa Security, the Company shall deliver the amounts determined in accordance with Section 4.12 which shall be owing upon such conversion on the third Business Day following the last Trading Day of such Conversion Reference Period. Anything herein to the contrary notwithstanding, in the case of Global Securities, Securities may be surrendered in accordance with the Applicable Procedures of the Depositary as in effect from time to time.
(b) A Holder through the Conversion Agent cash shall not be entitled to any rights of a holder of Common Stock until such holder has converted its Securities and received upon conversion thereof 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 any certificate or certificates for shares of Common Stock are shall be issuable upon conversion such conversion, if any, shall be deemed become on the date any such certificate or certificates are delivered to be a such holder in accordance with the provisions of this Article 4, the 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 represented thereby. Except as the record holder or holders of such shares of Common Stock on such dateset forth in this Indenture, 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 not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions declared or made on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust Security prior to the Conversion Price to account issuance of such shares of Common Stock.
(c) Holders of Securities surrendered for conversion (in whole or in part) during the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after period from the close of business on a any Regular Record Date and prior to the opening of business on the next succeeding Interest Payment Date, including the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall will receive the accrued but unpaid semiannual interest (including Contingent Interest and Special Interest, if any) payable on such Notes Securities on the corresponding Interest Payment Date notwithstanding the conversion, and such interest shall be payable on the corresponding Interest Payment Date to the Holder of the Security as of the close of business on the Regular Record Date. In Upon surrender of any such eventSecurities for conversion after the close of business on such Regular Record Date, such Note, when surrendered for conversion, must Securities shall also be accompanied by delivery payment by the Holders of a check payable such Securities in funds to the Conversion Agent in acceptable to the Company of an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such corresponding Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be convertedDate; provided that no such check shall payment need be required made: (i1) if such Note has been called for redemption, in connection with a conversion following the Regular Record Date preceding the Final Maturity Date; (ii2) if the Company has specified a Fundamental Change Repurchase Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, ; or (iii3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027Security. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything Except as otherwise provided in this Supplemental Indenture Section 4.02(c), no payment or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes adjustment will be made for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest on a converted Security. Upon delivery of the consideration required to be paid upon conversion of a Security, accrued and Special Interestunpaid interest on such Security shall be deemed paid in full, if any) torather than cancelled, but excluding, the Conversion Dateextinguished or forfeited. The Company shall not be required to convert any Securities which are surrendered for conversion without payment of interest as required by this Section 4.02(c).
(4d) Upon surrender In the case of a Note that any Security which is converted in partpart only, upon such conversion the Company shall execute, execute and the Trustee shall, upon receipt of a Company Order, shall authenticate and deliver to the HolderHolder thereof, without service charge, a new Note equal Security or Securities of authorized denominations in an aggregate principal amount to equal to, and in exchange for, the unconverted portion of the Note surrenderedprincipal amount of such Security.
(e) Upon the Company’s determination that Holders are or will be entitled to convert their Securities in accordance with the provisions of this Article 4, the Company shall promptly issue a press release or otherwise publicly disclose this information and use its reasonable efforts to post such information on the Company’s website.
Appears in 1 contract
Sources: Indenture (Morgans Hotel Group Co.)
Conversion Procedure. (1i) To convert a NoteDebenture at the option of the Holder, a Holder must (iA) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on the back of the Note Debenture and deliver such notice to the Conversion Agent, (iiB) if the Note is in definitive form, surrender the Note Debenture to the Conversion Agent, (iiiC) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, Agent and (ivD) pay any transfer or other similar tax, if required by Section 8.3 required. With regard to a conversion at the option of the Holder, the date on which the Holder satisfies all of the foregoing requirements is the conversion date.
(ii) To convert a Debenture at the election of the Company, the Holder shall complete the requirements of clauses (i)(B), (C) and (vD) if above by the Note is held conversion date specified in book-entry form, complete and deliver the Company's notice of its election to the Depositary appropriate instructions pursuant to the Applicable Procedures. cause a conversion.
(b) As promptly soon 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 daysconversion date, the Company shall deliver to the Holder through the Conversion Agent cash and a certificate for the number of whole shares of Common Stock, as applicable, Stock issuable upon the conversion and cash in the amounts calculated in accordance with lieu of any fractional shares pursuant to Section 8.14 or Section 8.15, as applicable.
(2) 7.8. The person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be a holder stockholder of record of such Common Stock on the later of (i) the Conversion Dateconversion date; provided, (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 Electionhowever, 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 Debenture on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person person or Persons 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 person or Persons 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; providedprovided further, further that such conversion shall be at the Conversion Price conversion rate in effect on the date that such Note Debenture shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a NoteDebenture, such Person person shall no longer be a Holder of such NoteDebenture.
(3c) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust Debenture, but if any Holder surrenders a Debenture for conversion between the Conversion Price to account record date for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after the close payment of business on a Regular Record Date an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, including then, notwithstanding such conversion, the date of maturity, Holders of such Notes at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes interest payment date shall be paid to the Holder of such Debenture on the corresponding Interest Payment Date notwithstanding the conversionsuch record date. In such event, such NoteDebenture, when surrendered for conversion, must be accompanied by delivery of a check or draft payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date interest payment date on the portion so converted. If such payment does not accompany such NoteDebenture, the Note Debenture shall not be converted; provided provided, however that no such check or draft shall be required (i) if such Note has been called Debenture is surrendered for redemption, (ii) if conversion on the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027payment date. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Dateinterest payment date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Date.
(4d) If a Holder converts more than one Debenture at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the aggregate principal amount of Debentures converted.
(e) Upon surrender of a Note Debenture that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, Holder a new Note Debenture equal in principal amount to the unconverted portion of the Note Debenture surrendered.
Appears in 1 contract
Conversion Procedure. (1) To convert a Note, a the Holder thereof must (i1) if the Note is in definitive form, complete and manually sign the irrevocable conversion notice on "Form of Election to Convert" thereon (unless such Holder is The Depository Trust Company ("DTC") or its nominee, in which case the back customary procedures of the Note and deliver such notice to the Conversion AgentDTC will apply), (ii2) if the Note is in definitive form, surrender the such Note to the Conversion Agent, (iii3) if the Note is in definitive form, furnish appropriate endorsements and transfer documents if required by the Security Registrar or the Conversion Agent, (iv4) pay any transfer or other tax, similar tax if required by Section 8.3 10.6, and (v5) if make any payment required by the Note is held in book-entry form, complete and deliver first proviso to the Depositary appropriate instructions pursuant to the Applicable Proceduresthird sentence of this paragraph. As promptly as practicable after the later of the Conversion Date and the date that all calculations necessary to make such payment and The Company's 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 fixed number 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 any 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 fractional shares of Common Stock upon into which such conversion as Note is converted) shall be deemed to satisfy the record holder or holders Company's obligation to pay the principal amount of such shares of Common Stock Note and, except as provided in the next sentence, all accrued interest 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 Note. If such Note shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon conversion of a Note, such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made for accrued but unpaid interest (including Contingent Interest a Note which has been called for redemption and Special Interest, even if anya Change of Control Offer has been made) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are is converted after the close of business on a Regular Record Date regular interest payment record date and prior to the opening of business on the next related Interest Payment Date, including the date full interest installment on such Note scheduled to be paid on such Interest Payment Date shall be payable on such Interest Payment Date to the Holder of maturity, Holders of such Notes record at the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interestrecord date; PROVIDED, HOWEVER, that if any) payable such record date is on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such eventor after _______, 2000, such Note, when surrendered for conversion, Note must be accompanied by delivery of a check payable to the Conversion Agent in an amount payment equal to the accrued but unpaid interest on such Note (including Contingent Interest and Special Interest, if anyor portion thereof converted) payable by the Company on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect which payment will be returned to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If Holder if the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all accrued and unpaid interest (including Contingent Interest and Special Interest, if any) to, but excluding, the Conversion Dateinterest.
(4) Upon surrender of a Note that is converted in part, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered.
Appears in 1 contract
Sources: Indenture (Heico Corp)
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 (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion AgentCompany, (ii) if the Note is in definitive form, surrender the Note to the Conversion AgentCompany, (iii) if have satisfied any necessary filing requirements under the Note is ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1976, as amended (the “HSR Act”), in definitive form, furnish appropriate endorsements respect of its acquisition of the shares of Group’s Common Stock upon such conversion and transfer documents if required by the Security Registrar waiting period under such HSR Act shall have expired or the Conversion Agentbeen terminated without objection to such acquisition, (iv) have received any other necessary regulatory consents to its acquisition of the shares of Group’s Common Stock upon such conversion and (v) pay any transfer or other tax, similar tax if required by pursuant to Section 8.3 and (v4(d) if hereof. The date on which the Note Holder satisfies all of those requirements is held in book-entry form, complete and deliver the “Conversion Date.” The notice of conversion shall state that the Holder has satisfied or will have satisfied prior to the Depositary appropriate instructions pursuant issuance of shares of the Group’s Common Stock upon conversion of such principal amount, and prior to the Applicable Procedurespayment of the Conversion Interest Payment, any and all legal or regulatory requirements for conversion, including compliance with the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the HSR Act. The Company shall use its reasonable best efforts in cooperating in a timely manner with such Holder to obtain such legal or regulatory approvals to the extent its cooperation is necessary. As promptly soon 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 following the later of those daysConversion Date, the Company Group shall deliver to the Holder through (i) a certificate for the Conversion Agent cash and number of whole shares of Group’s Common Stock issuable upon the conversion of the Note or portion thereof as determined in accordance with this Section 4, (ii) cash in lieu of any fractional shares pursuant to Section 4(c) hereof and (iii) cash, Common Stock, as applicableor a combination thereof, in an amount equal to the amounts calculated in accordance with Section 8.14 Conversion Interest Payment. The individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust or Section 8.15other entity organization, as applicable.
including a government or political subdivision or an agency or instrumentality thereof (2each a “Person” or “Persons”) The person in whose name the shares of Common Stock are issuable upon conversion certificate is registered shall be deemed to be a holder stockholder of record of such Common Stock on the later of (i) and after the Conversion Date, (ii) as the expiration of the period in which the Company case 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 determinedbe; provided that no surrender of a Note on any date when the stock transfer books of the Company Group shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Group’s Common Stock upon such conversion as the record holder or holders of such shares of Group’s Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Group’s 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; providedand provided further, further that such conversion shall be at the Conversion Price in effect on the date that such Note shall have been surrendered for conversion, Conversion Date as if the stock transfer books of the Company Group had not been closed. Upon conversion of a NoteNote (in whole and not in part), such Person shall no longer be a Holder of such Note.
(3) No payment or adjustment will be made . If any Holder surrenders a Note for accrued but unpaid interest (including Contingent Interest and Special Interest, if any) on a converted Note or for dividends or distributions on shares of Common Stock issued upon conversion of a Note. The Company shall not adjust the Conversion Price to account for the accrued but unpaid interest. Notwithstanding the foregoing, if Notes are converted after the close of business on a the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, including the date of maturity, Holders of such Notes at before the close of business on such Regular Record Date shall receive the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. In such event, such Note, when surrendered for conversion, must be accompanied by delivery of a check payable to the Conversion Agent in an amount equal to the accrued but unpaid interest (including Contingent Interest and Special Interest, if any) payable on such Interest Payment Date on the portion so converted. If such payment does not accompany such Note, the Note shall not be converted; provided that no such check shall be required (i) if such Note has been called for redemption, (ii) if the Company has specified a Fundamental Change Repurchase Date, (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (iv) in respect of any conversions that occur (a) between the Record Date immediately preceding a Repurchase Date and the related Repurchase Date or (b) after the Record Date immediately preceding May 1, 2027. If the Company defaults in the payment of interest (including Contingent Interest and Special Interest, if any) payable on the Interest Payment Date, the Conversion Agent Company shall promptly repay such funds to the Holder. Notwithstanding anything in this Supplemental Indenture or in the Indenture to the contrary, a Holder that converts its Notes after the Company has called the Notes for redemption pursuant to Section 7.1(1) of this Supplemental Indenture shall be entitled to receive all pay accrued and unpaid interest (including Contingent Interest and Special Interestinterest, if any) to, but excluding, through the Conversion Date to the Holder of such Note on such Regular Record Date.
(4) . Upon surrender of a Note that is converted in part, as soon as practicable after the Conversion Date and in no event later than five Business Days following the Conversion Date, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate execute and deliver to the Holder, a new Note equal in principal amount to the unconverted portion of the Note surrendered. If the last day on which a Note may be converted is not a Business Day, the Note may be surrendered to the Company on the next succeeding day that is a Business Day.
Appears in 1 contract
Sources: Convertible Note (Earthlink Inc)