Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons. (b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion. (c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
Appears in 2 contracts
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 25 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay to the Company the interest payable on the subsequent Interest Payment Date, and will be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverNotwithstanding the foregoing, if, during an Extension Period, a notice of redemption is mailed pursuant to Section 11.06 and a Security is converted after such mailing but prior to the relevant Redemption Date, all accrued but unpaid interest (including Additional Payments, if a redemption any) through the date falls between a record date and of conversion shall be paid to the subsequent Interest Payment holder of such Security on the Redemption Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding two sentences, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07 and the second paragraph of Clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments, if any) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 3.05.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount.
Appears in 2 contracts
Sources: Indenture (Walbro Capital Trust), Indenture (Walbro Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 25 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Company Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted converted, notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each Debentures submitted for conversion prior to the expiration of conversion rights as provided in Section 13.3 shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Company Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Company Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Company Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Company Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Current Market Price of with respect to such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Company Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article 13 and (ii) to convert all or a portion of the Debentures into Company Common Stock and thereupon to deliver such shares of Company Common Stock in accordance with the provisions of this Article 13 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
(f) The Company shall at all times reserve and keep available out of its authorized and unissued Company Common Stock, solely for issuance upon the conversion of the 68 Debentures, such number of shares of Company Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Debentures shares of Company Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Company Common Stock) so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Company Common Stock upon conversion of Debentures, and the Company has in effect at such time a stock purchase rights agreement under which holders of Company Common Stock are issued rights ("Rights") entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Company Common Stock, such number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Company Common Stock pursuant to such stock purchase rights agreement. Any shares of Company Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Company Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. The Company shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Company Common Stock (and all requirements to list Company Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue Company Common Stock upon conversion of the Debentures and to lawfully deliver Company Common Stock to each Holder upon conversion of the Debentures.
(g) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Company Common Stock on conversion of Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Company Common Stock in a name other than that in which the Debentures so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Conversion Agent the amount of any such tax, or has established to the satisfaction of the Conversion Agent that such tax has been paid.
(h) Nothing in this Article 13 shall limit the requirement of the Company to withhold taxes pursuant to the terms of the Debentures or as set forth in this Agreement or otherwise require the Trustee or the Company to pay any amounts on account of such withholdings.
Appears in 2 contracts
Sources: Merger Agreement (Ilm Ii Senior Living Inc /Va), Merger Agreement (Ilm Senior Living Inc /Va)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of conversion election to convert (the "Notice of ConversionConversion Notice") setting forth the principal amount of Convertible Debentures to be convertedconverted (which shall equal the Principal Amount of One Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion andconversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed with such endorsements or assigned to transfer documents as requested by the Company Conversion Agent, and (iii) pay any transfer or in blanksimilar tax, if required. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 1 of principal amount of Convertible Debentures for each Convertible Preferred Security$1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII VII and, if such Convertible Preferred Trust Securities are in definitive form, surrendering such Convertible Preferred SecuritiesSecurity Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Company Trust or in blank. So long as any Convertible Trust Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion conversion request delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If a Notice Accrued but unpaid interest will not be paid in cash on Debentures that are converted, nor will such accrued interest be converted into additional shares of Conversion is delivered on or after Common Stock upon conversion of the record date Debentures, but such accrued interest shall be deemed to be paid in full and prior then returned by the Holder to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable Company as partial consideration for Common Stock received on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payableconversion, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debentures are converted into shares of Common Stock during the period from (but excluding) a record date to (and including) the next succeeding interest payment date, then either (i) if such Debentures have been called for redemption on a redemption date that occurs during such period, or are to be redeemed in connection with a Special Event which occurs during such period, the Company shall not be required to pay interest on such Interest Payment Date in respect of such Debentures or (ii) if otherwise converted during such period, such Debentures shall be accompanied by funds equal to the interest payable on such succeeding Interest Payment Date on the principal amount so converted.
(b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Conversion Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of ConversionConversion Notice, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bc) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at the Maturity Date of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest) accrued on such Convertible Debentures at the time of such conversion.
(cd) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a in cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversionDate, or, if such day is not a Trading Day, on the next Trading Day. The Company shall pay such cash amount, if any, to the Conversion Agent and the Conversion Agent in turn will make pay such paymentcash amount, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Trust Securities so converted, as appropriate.
(e) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 2.08 of the Base Indenture.
(f) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article VII and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Unocal Capital Trust Ii), Second Supplemental Indenture (Unocal Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, Securities (provided that such principal amount is $50 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (the each, a "Notice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Fleetwood Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Trust Security) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Fleetwood Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. .
(b) If a Notice of Conversion Security is delivered on or surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Security or portion of a Security called for redemption on a Redemption Date occurring after such record date and prior to the subsequent Interest Payment Datesuch payment date), the Holder will be entitled to receive then, notwithstanding such conversion, the interest payable on such payment date will be paid to the subsequent Interest Payment Date Trust which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the record date or to such other Person in whose name such Security is registered at the close of business on such record date, as the case may be, despite such conversion, and (other than a Security or a portion of Convertible Debentures to be converted notwithstanding the conversion thereof a Security called for redemption on a Redemption Date occurring after such record date and on or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Datepayment date) when so surrendered for conversion, the Holder will Security need not be entitled accompanied by payment of an amount in cash equal to receive, the interest payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which Security that is converted, interest whose Stated Maturity is that would otherwise be due and payable after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Securities, as the case may be, being surrendered for conversion) was received by the Conversion Agent from the Holder or from (x) a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationDeclaration or (y) if the Securities shall have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Fleetwood Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Fleetwood Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bc) The Company's delivery upon conversion of the fixed number of shares of Fleetwood Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Additional Interest) accrued on such Convertible Debentures Securities at the time of such conversion; PROVIDED, that if any Security is surrendered for conversion after the close of business on a record date for payment of interest and before the opening of business on the corresponding interest payment date, the interest payable on such interest payment date with respect to such Security shall be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. The Company will make no payment or allowance for distributions on the shares of Fleetwood Common Stock issued upon such conversion, except to the extent that such shares of Fleetwood Common Stock are held of record on the record date for any such distributions. Each conversion will be deemed to have been effected immediately prior to the close of business on the day on which the related conversion notice was received by the Conversion Agent.
(cd) No fractional shares of Fleetwood Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the applicable Conversion Agent for conversionDate, or, if such day is not a Trading Day, on the next preceding Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities Trust Securities, as the case may be, so converted.
(e) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof.
(f) In effecting the conversion transactions described in this Section 1302, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Fleetwood Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Fleetwood Common Stock and thereupon to deliver such shares of Fleetwood Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Person entitled thereto a new Security or Securities for any resulting unconverted principal amount.
Appears in 2 contracts
Sources: Indenture (Fleetwood Enterprises Inc/De/), Indenture (Fleetwood Capital Trust Iii)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible Debentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Convertible Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 10 principal amount of Convertible Debentures for each Convertible Preferred Security) ), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Common Stock of the Company pursuant to this Article XII IV and, if such Convertible Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder will Debentureholder shall be required to pay to the Company the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is mailed or otherwise given to Debentureholder, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a redemption date falls between a regular record date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the Holder will be entitled extent permitted by applicable law) to receive, on such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest accrued toon such Debentures (including interest thereon, but excludingif any, to the redemption extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Debentureholder at the close of business on such regular record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Holder Debentureholder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Debentureholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(b) The Subject to any right of the Debentureholder, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will shall be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will shall make such payment, if any, to the Holder of the Convertible Debentures Debentureholder or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.9.
(e) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article IV and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 2 contracts
Sources: Indenture (Ifc Capital Trust Ii), Indenture (Southside Capital Trust Ii)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Capital Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Capital Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 27 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Capital Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and Date (unless the subsequent Interest Payment Date, the Holder will be entitled Maturity of such portion of such Security is prior to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date). Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Capital Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Capital Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Common Capital Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestCompounded Interest and Additional Sums) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Capital Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Capital Stock and thereupon to deliver such shares of Capital Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Capital Stock and thereupon to deliver such shares of Capital Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
Appears in 2 contracts
Sources: Indenture (Chemed Capital Trust), Indenture (Chemed Corp)
Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of conversion election to convert (the "Notice of ConversionConversion Notice") setting forth the principal amount of Convertible Debentures to be convertedconverted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Common Steel Stock should be issued upon conversion andconversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed with such endorsements or assigned to transfer documents as requested by the Company Conversion Agent, and (iii) pay any transfer or in blanksimilar tax, if required. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Common Steel Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 1 of principal amount of Convertible Debentures for each Convertible Preferred Security$1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Steel Stock of the Company pursuant to this Article XII VII and, if such Convertible Preferred Trust Securities are in definitive form, surrendering such Convertible Preferred SecuritiesSecurity Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Company Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion conversion request delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Notice Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Conversion is delivered on or after Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the record date and prior Holder to the subsequent Interest Payment Date, Company as partial consideration for the Holder will Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the portion of Convertible Debentures to be converted corresponding Interest Payment Date notwithstanding the conversion thereof of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, if Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date falls between a record date and during such period) shall be accompanied by payment of an amount equal to the subsequent Interest Payment Date, the Holder will be entitled to receive, interest payable on such Convertible Debentures on such Interest Payment Date, . A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest accrued to, but excluding, payable by the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of Company on such Convertible Debenture shall not be payableDebentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall not make nor be required to make any other payment, adjustment no payment or allowance with respect to accrued but unpaid interest for dividends on the Convertible Debentures being converted, which shall be deemed to be paid in full. shares of Steel Stock issued upon conversion.
(b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Conversion Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Steel Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Steel Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of ConversionConversion Notice, a certificate or certificates for the number of full shares of Common Steel Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bc) The Company's delivery upon conversion of the fixed number of shares of Common Steel Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at the Maturity Date of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest and any Additional Interest) accrued on such Convertible Debentures at the time of such conversion.
(cd) No fractional shares or scrip representing fractions of Common shares of Steel Stock will or any other common stock of the Corporation shall be issued as upon conversion of the Convertible Debentures. Instead of any fractional interest in a result share of conversion, but in lieu thereofSteel Stock or such other common stock that would otherwise be deliverable upon the conversion of the Convertible Debentures, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, in cash (and the Conversion Agent in turn will make pay such payment, if any, cash amount to the Holder of the such Convertible Debentures or the holder of the Convertible Preferred Trust Securities so converted, as appropriate) based upon the Closing Price of Steel Stock or such other common stock on the Trading Day immediately preceding the date of conversion. If more than one Convertible Debenture shall be surrendered for conversion at any one time by the same Holder, the number of full shares of Steel Stock or such other common stock issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of Convertible Debentures so surrendered.
(e) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 2.8 of the Base Indenture.
(f) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into Steel Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article VII and (ii) to convert all or a portion of the Convertible Debentures into Steel Stock and there upon to deliver such shares of Steel Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 2 contracts
Sources: First Supplemental Indenture (Usx Corp), First Supplemental Indenture (Usx Capital Trust I)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstandingOutstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record holder or record holders of the Securities on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Compounded Interest, Additional Interest and Liquidated Damages) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Security converted in part in accordance with Section 305.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of Securities required to bear the Restricted Securities Legend shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 305(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; PROVIDED, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for conversion are Securities required to bear the Restricted Securities Legend.
Appears in 2 contracts
Sources: Indenture (Inacom Corp), Indenture (Vanstar Financing Trust)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 25 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Company Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted converted, notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each Debentures submitted for conversion prior to the expiration of conversion rights as provided in Section 13.3 shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Company Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Company Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Company Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Company Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Current Market Price of with respect to such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted. 66
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Company Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article 13 and (ii) to convert all or a portion of the Debentures into Company Common Stock and thereupon to deliver such shares of Company Common Stock in accordance with the provisions of this Article 13 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
(f) The Company shall at all times reserve and keep available out of its authorized and unissued Company Common Stock, solely for issuance upon the conversion of the Debentures, such number of shares of Company Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Debentures shares of Company Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Company Common Stock) so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Company Common Stock upon conversion of Debentures, and the Company has in effect at such time a stock purchase rights agreement under which holders of Company Common Stock are issued rights ("Rights") entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Company Common Stock, such number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Company Common Stock pursuant to such stock purchase rights agreement. Any shares of Company Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Company Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. The Company shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Company Common Stock (and all requirements to list Company Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue Company Common Stock upon conversion of the Debentures and to lawfully deliver Company Common Stock to each Holder upon conversion of the Debentures.
(g) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Company Common Stock on conversion of Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Company Common Stock in a name other than that in which the Debentures so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Conversion Agent the amount of any such tax, or has established to the satisfaction of the Conversion Agent that such tax has been paid.
(h) Nothing in this Article 13 shall limit the requirement of the Company to withhold taxes pursuant to the terms of the Debentures or as set forth in this Agreement or otherwise require the Trustee or the Company to pay any amounts on account of such withholdings.
Appears in 2 contracts
Sources: Merger Agreement (Capital Senior Living Corp), Merger Agreement (Capital Senior Living Corp)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal liquidation amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. - 91 - 102 If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverIf a Notice of Conversion is delivered (i) during an Extension Period and after the Property Trustee has mailed a Redemption Distribution Notice with respect to the Securities that are converted, all accrued and unpaid interest on such Securities (including Compounded Interest, if a redemption date falls between a record date and any) to the subsequent most recent Interest Payment DateDate prior to the date of such conversion, whether or not such Interest Payment Date falls in such Extension Period (or, if the Holder will Notice of Conversion is delivered (A) during an Extension Period, (B) on or prior to an Interest Payment Date as to which the payment of interest is to be entitled deferred as a result of such Extension Period and (C) after the Regular Record Date for the Interest Payment Date referred to receivein clause (B) above, all accrued and unpaid interest on such Securities (including Compounded Interest, if any) to such Interest Payment Date) shall be distributed to the Holder who converts such Securities, the interest accrued to, but excluding, which payment shall be made on the redemption datedate fixed for redemption or (ii) during an Extension Period and after the date of issuance of the Press Release (as defined in Section 1311(b) or (c), as the case may be), all accrued and unpaid interest on such Securities (including Compounded Interest, if any) to the most recent Interest Payment Date prior to the date of such conversion, whether or not such Interest Payment Date falls in such Extension Period (or, if the Notice of Conversion is delivered (A) during an Extension Period, (B) on or prior to an Interest Payment Date as to which the payment of interest is to be deferred as a result of such Extension Period and (C) after the Regular Record Date for the Interest Payment Date referred to in clause (B) above, all accrued and unpaid interest on such Securities (including Compounded Interest, if any) to such Interest Payment Date) shall be distributed to the Holder who converts such Securities, which payment shall be made on the Interest Payment Date fixed for payment of interest which has been deferred - 92 - 103 as a result of such Extension Period. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
Appears in 1 contract
Sources: Indenture (Finova Finance Trust)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 50.00 in aggregate principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding 82 75 sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon a Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.07 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity 83 76 of the portion of Convertible Debentures so converted and any unpaid interest (including Compound InterestAdditional Payments, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Debentures or Convertible Debentures Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.05.
(e) In effecting the conversion transactions described in this Section 13.02, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Convertible Preferred Securities in connection with the conversion of such Convertible Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Titanium Metals Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal liquidation amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverNotwithstanding the foregoing, if, during an Extension Period, a notice of redemption is mailed pursuant to Section 1106 and a Security is converted after such mailing but prior to the relevant Redemption Date, all accrued but unpaid interest (including Additional Payments, if a redemption any) through the date falls between a record date and of conversion shall be paid to the subsequent Interest Payment holder of such Security on the Redemption Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and the second paragraph of Clause (a) of Section 1302, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments, if any) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 305.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Warnaco Group Inc /De/)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII VII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company Trust or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.of
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Class A Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Class A Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Class A Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Class A Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestCompounded Interest and Additional Sums) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Class A Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Class A Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Class A Common Stock and thereupon to deliver such shares of Class A Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (y) if the Trust has been dissolved and the Securities have been distributed to the holders of the Preferred Securities, to convert all or a portion of the Securities into Class A Common Stock and thereupon to deliver such shares of Class A Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Class A Common Stock delivered upon any conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 3.06(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Class A Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Class A Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Class A Common Stock, written notice that the Securities delivered for conversion are Restricted Securities.
Appears in 1 contract
Sources: Indenture (Carriage Services Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price current market price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 305.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of restricted securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 305(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for conversion are restricted securities.
Appears in 1 contract
Sources: Indenture (Calenergy Co Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing direct- 85 ing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal liquidation amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.the
Appears in 1 contract
Sources: Indenture (Designer Holdings LTD)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, Securities (provided that such principal amount is $20 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (the each, a "Notice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Fleetwood Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 20 principal amount of Convertible Debentures Securities for each Convertible Preferred Trust Security) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Fleetwood Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. .
(b) If a Notice of Conversion Security is delivered on or surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Security or portion of a Security called for redemption on a Redemption Date occurring after such record date and prior to the subsequent Interest Payment Datesuch payment date), the Holder will be entitled to receive then, notwithstanding such conversion, the interest payable on such payment date will be paid to the subsequent Interest Payment Date Trust which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the record date or to such other Person in whose name such Security is registered at the close of business on such record date, as the case may be, despite such conversion, and (other than a Security or a portion of Convertible Debentures to be converted notwithstanding the conversion thereof a Security called for redemption on a Redemption Date occurring after such record date and on or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Datepayment date) when so surrendered for conversion, the Holder will Security need not be entitled accompanied by payment of an amount in cash equal to receive, the interest payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which Security that is converted, interest whose Stated Maturity is that would otherwise be due and payable after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Securities, as the case may be, being surrendered for conversion) was received by the Conversion Agent from the Holder or from (x) a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationDeclaration or (y) if the Securities shall have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Fleetwood Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Fleetwood Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bc) The Company's delivery upon conversion of the fixed number of shares of Fleetwood Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Additional Interest) accrued on such Convertible Debentures Securities at the time of such conversion; PROVIDED, that if any Security is surrendered for conversion after the close of business on a record date for payment of interest and before the opening of business on the corresponding interest payment date, the interest payable on such interest payment date with respect to such Security shall be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. The Company will make no payment or allowance for distributions on the shares of Fleetwood Common Stock issued upon such conversion, except to the extent that such shares of Fleetwood Common Stock are held of record on the record date for any such distributions. Each conversion will be deemed to have been effected immediately prior to the close of business on the day on which the related conversion notice was received by the Conversion Agent.
(cd) No fractional shares of Fleetwood Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the applicable Conversion Agent for conversionDate, or, if such day is not a Trading Day, on the next preceding Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities Trust Securities, as the case may be, so converted.
(e) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof.
(f) In effecting the conversion transactions described in this Section 1302, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Fleetwood Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Fleetwood Common Stock and thereupon to deliver such shares of Fleetwood Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Person entitled thereto a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Sun Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Sun Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal 25 liquidation amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Sun Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.of
Appears in 1 contract
Sources: Indenture (Sun Healthcare Group Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred SecuritiesSecurities and only with respect to the Preferred Securities requested to be converted in such Notice of Conversion. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion Conversion Date (as defined below) of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest and Additional Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 305.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of Debentures shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Debentures and shall be subject to the restrictions on transfer provided in such legend and in Section 305(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Debentures delivered for conversion are Restricted Debentures.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder Holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder Holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to the right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder Holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the Holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Calpine Capital Trust)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible Debentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Convertible Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of [$50 __] principal amount of Convertible Debentures for each Convertible Preferred Security) ), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Common Stock of the Company pursuant to this Article XII IV and, if such Convertible Preferred Securities, are held by the Holder of Preferred Securities are in definitive form, certificate form surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder will Debentureholder shall be required to pay to the Company the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is mailed or otherwise given to Debentureholders, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a redemption date falls between a regular record date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the Holder will be entitled extent permitted by applicable law) to receive, on such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest accrued toon such Debentures (including interest thereon, but excludingif any, to the redemption extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Debentureholder at the close of business on such regular record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Holder Debentureholder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Debentureholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(b) The Subject to any right of the Debentureholder, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will shall be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will shall make such payment, if any, to the Holder of the Convertible Debentures Debentureholder or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.9.
(e) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article IV and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "CONVERSION AGENT") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each Debentures submitted for conversion prior to the expiration of conversion rights as provided in Section 13.3 shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion DateCONVERSION DATE") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Current Market Price of with respect to such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article 13 and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article 13 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
(f) Except as provided in Section 2.6, all shares of Common Stock delivered upon any conversion of Debentures shall bear a legend substantially in the form of the legend set forth in Exhibit C to the Declaration. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such legend on such Common Stock.
(g) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Debentures shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock) so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Common Stock upon conversion of Debentures, and the Company has in effect at such time a stock purchase rights agreement under which holders of Common Stock are issued rights ("RIGHTS") entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Common Stock, such number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Common Stock pursuant to such stock purchase rights agreement. Any shares of Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. The Company shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Common Stock (and all requirements to list Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue Common Stock upon conversion of the Debentures and to lawfully deliver Common Stock to each Holder upon conversion of the Debentures.
(h) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Debentures so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Conversion Agent the amount of any such tax, or has established to the satisfaction of the Conversion Agent that such tax has been paid.
(i) Nothing in this Article 13 shall limit the requirement of the Company to withhold taxes pursuant to the terms of the Debentures or as set forth in this Agreement or otherwise require the Trustee or the Company to pay any amounts on account of such withholdings.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Tower Automotive Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Securities for a portion of the Convertible Debentures held by the Insignia Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XV and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company Insignia Trust or in blank. So long as any Convertible Preferred Securities are outstanding, the Insignia Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date a Regular Record Date and prior to the subsequent Interest Payment Date, the Holder on the Regular Record Date will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity payment date is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments) on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures 57 were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with this Section 15.2.
(e) In effecting the conversion transactions described in this Section 15.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Insignia Trust from time to time for Convertible Preferred Securities in connection with the conversion of such Convertible Preferred Securities in accordance with this Article XV and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XV and to deliver to the Insignia Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Insignia Financing I)
Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of conversion election to convert (the "Notice of ConversionConversion Notice") setting forth the principal amount of Convertible Debentures to be convertedconverted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Common Steel Stock should be issued upon conversion andconversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed with such endorsements or assigned to transfer documents as requested by the Company Conversion Agent, and (iii) pay any transfer or in blanksimilar tax, if required. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Common Steel Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 1 of principal amount of Convertible Debentures for each Convertible Preferred Security$1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Steel Stock of the Company pursuant to this Article XII VII and, if such Convertible Preferred Trust Securities are in definitive form, surrendering such Convertible Preferred SecuritiesSecurity Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Company Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion conversion request delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. .
(b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Conversion Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Steel Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Steel Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of ConversionConversion Notice, a certificate or certificates for the number of full shares of Common Steel Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bc) The Company's delivery upon conversion of the fixed number of shares of Common Steel Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at the Maturity Date of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest and any Additional Interest) accrued on such Convertible Debentures at the time of such conversion.
(cd) No fractional shares or scrip representing fractions of Common shares of Steel Stock will or any other common stock of the Corporation shall be issued as upon conversion of the Convertible Debentures. Instead of any fractional interest in a result share of conversion, but in lieu thereofSteel Stock or such other common stock that would otherwise be deliverable upon the conversion of the Convertible Debentures, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, in cash (and the Conversion Agent in turn will make pay such payment, if any, cash amount to the Holder of the such Convertible Debentures or the holder of the Convertible Preferred Trust Securities so converted, as appropriate) based upon the Closing Price of Steel Stock or such other common stock on the Trading Day immediately preceding the date of conversion. If more than one Convertible Debenture shall be surrendered for conversion at any one time by the same Holder, the number of full shares of Steel Stock or such other common stock issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of Convertible Debentures so surrendered.
(e) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 2.8 of the Base Indenture.
(f) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into Steel Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article VII and (ii) to convert all or a portion of the Convertible Debentures into Steel Stock and there upon to deliver such shares of Steel Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. In order for a Converting Bondholder to receive ADSs upon the conversion of Bond(s):
(a) In order to convert all While the ▇▇▇d(s) are in global form or definitive form and held in a portion of the Convertible Debenturesclearing system, the Holder thereof shall Converting Bondholder is required to deliver to Clearstream, Luxembourg or Euroclear (as such terms are defined in the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion"Trust Deed) setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if such other than the Holder, clearing system in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Bond(s) are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declarationheld, as the case may be. The Person , with a copy to Banque Generale du Luxembourg S.A. (the "Principal Paying and Conversion Agent") and the Trustee, or Persons entitled while the Bond(s) are in definitive form and not held in a clearing system), the Converting Bondholder is required to receive deliver to a Conversion Agent (as defined in the Common Stock issuable upon Trust Deed) in accordance with the terms and conditions of the Bonds as amended through the date hereof (as so amended, the "Terms and Conditions") a duly completed and signed conversion notice, substantially in the form of Exhibit A attached hereto or such conversion other form as may be agreed from time to time by the Issuer, the Principal Paying and Conversion Agent and the Trustee as contemplated by the Agency Agreement (as defined in the Trust Deed) (the "Bondholder Conversion Notice"), which Bondholder Conversion Notice shall contain certain certifications to be treated for all purposes made by such Converting Bondholder as referred to in the record holder or holders Terms and Conditions, together with, if the Bond(s) are in definitive form and not held in a clearing system, the Bond(s) to be converted; provided however, if the Converting Bondholder is the Trustee, the Bondholder Conversion Notice is required to be delivered to the Issuer only and the Company shall procure that the Issuer shall deliver to the Company and the Depositary a copy of such Common Stock as Bondholder Conversion Notice within one business day of receipt thereof (the Depositary shall not incur any liability for any action or failure to act by the Issuer);
(b) A Conversion Date. As promptly as practicable on Agent is required to deliver to the Company and the Depositary a copy of each duly completed and signed Bondholder Conversion Notice(s) within one business day of receipt and due verification thereof in accordance with the Agency Agreement (the Depositary shall not incur any liability for any action or after the failure to act by a Conversion DateAgent);
(c) Upon receipt of a duly completed and signed Bondholder Conversion Notice, the Company shall issue or cause the issuance and deliver at deposit or cause the office deposit of the requisite Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together Shares with the cash paymentCustodian. For such purposes, if any, in lieu individual deposits of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) Shares shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereofmade for each Converting Bondholder. For each deposit, the Company shall pay deliver to the Custodian a copy of the applicable duly completed and signed Bondholder Conversion Agent Notice;
(d) The Depositary shall procure that the Custodian notifies the Depositary, upon the receipt by the Custodian of each deposit of Conversion Shares and corresponding Bondholder Conversion Notice, referencing the conversion particulars set forth in the Bondholder Conversion Notice and adding "CB" or "Trustee", as the case may be as a cash adjustment in an amount equal suffix to the same fraction deposit number to denote that the deposit(s) resulted from a conversion of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.Bonds;
Appears in 1 contract
Sources: Deposit Agreement (Abb LTD)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.the
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with and the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to together with the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Trust Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 $ principal amount at of Convertible Debentures for each Convertible Preferred Security$ of Liquidation Amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Trust Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned Trust Securities to the Company or in blankConversion Agent. So long as any Convertible Preferred the Trust Securities are outstanding, the Trust Conversion Agent shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If a Notice of Conversion is delivered on or after the record date a Regular Record Date and prior to the subsequent Interest Payment DateDate (other than with respect to a Debenture which has been called for redemption on a date within such period), the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion DateDate and such Person or Persons shall cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound InterestAdditional Interest and Additional Sums, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent Agent, a cash adjustment in an amount equal to the same fraction of the Closing Price of with respect to such fractional interest on the date on which the Convertible Debentures or Trust Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Trust Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5 or with respect to the Debentures evidenced by a Global Debenture or otherwise held by the Property Trustee, by the Trustee indicating the reduced principal amount of such Global Debenture on the schedule attached thereto.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Debentures) and as agent of the Holders of Debentures (in conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article and to deliver to the Property Trustee a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Amcv Capital Trust I)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "CONVERSION AGENT") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 25 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each Debentures submitted for conversion prior to the expiration of conversion rights as provided in Section 13.3 shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion DateCONVERSION DATE") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Current Market Price of with respect to such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article 13 and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article 13 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
(f) Except as provided in Section 2.6, all shares of Common Stock delivered upon any conversion of Debentures shall bear a legend substantially in the form of the legend set forth in Exhibit C to the Trust Agreement. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such legend on such Common Stock.
(g) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Debentures shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock) so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Common Stock upon conversion of Debentures, and the Company has in effect at such time a stock purchase rights agreement under which holders of Common Stock are issued rights ("RIGHTS") entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Common Stock, such number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Common Stock pursuant to such stock purchase rights agreement. Any shares of Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. The Company shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Common Stock (and all requirements to list Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue Common Stock upon conversion of the Debentures and to lawfully deliver Common Stock to each Holder upon conversion of the Debentures.
(h) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Debentures so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Conversion Agent the amount of any such tax, or has established to the satisfaction of the Conversion Agent that such tax has been paid.
(i) Nothing in this Article 13 shall limit the requirement of the Company to withhold taxes pursuant to the terms of the Debentures or as set forth in this Agreement or otherwise require the Trustee or the Company to pay any amounts on account of such withholdings.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Dayton Superior Capital Trust)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal 25 liquidation amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Company Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Company Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Company Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and the second paragraph of Clause (a) of Section 1302, the Company's delivery upon conversion of the fixed number of shares of Company Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound InterestAdditional Payments, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Company Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 305.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into Company Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Convertible Debentures into Company Common Stock and thereupon to deliver such shares of Company Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
(f) Except as provided in Section 202, all shares of Company Common Stock delivered upon any conversion of Restricted Securities shall bear a Restrictive Securities Legend substantially in the form of the legend required to be set forth on such Convertible Debentures and shall be subject to the restrictions on transfer provided in such legend and in Section 314 hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such Restrictive Securities Legend on such Company Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Company Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Company Common Stock, written notice that the Convertible Debentures delivered for conversion are Restricted Securities.
Appears in 1 contract
Sources: Indenture (Central Parking Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the 87 82 Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion together, if the Security is in certificated form with such certificated security, setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. The Conversion Agent shall, upon receipt of the Notice of Conversion, exchange such Securities for a Like Amount of Debentures and convert such Debentures into Common Stock. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. Holders may obtain copies of the required form of the Notice of Conversion from the Conversion Agent. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent corresponding Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. The Company will make no payment or allowance for distributions on the shares of Common Stock issued upon such conversion, except to the extent that such shares of 88 83 Common Stock are held of record on the record date for any such distributions. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed whole number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price current market price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06. 89 84
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 3.06(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities.
Appears in 1 contract
Sources: Indenture (Coltec Capital Trust)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Trust Preferred Securities may exercise its right under the Declaration to convert such Convertible Trust Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Trust Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Trust Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII VII and, if such Convertible Trust Preferred Securities are in definitive form, surrendering such Convertible Trust Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Trust Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Trust Preferred Securities. If a Notice of Conversion Trust Preferred Security is delivered on or surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Convertible Debenture is registered at the close of business on such record date, and (other than a Convertible Debenture or a portion of a Convertible Debenture called for redemption on a redemption date occurring after such record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment DateDistribution payment date) when so surrendered for conversion, the Holder will Convertible Debenture must be entitled accompanied by payment of an amount equal to receive, the Distribution payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption Distribution payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity Date is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion DateCONVERSION DATE") by the Conversion Agent from the Holder or from a holder of the Convertible Trust Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Trust Preferred Securities so converted.
(d) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 1402 of the Indenture.
(e) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Preferred Securities (in the exchange of Trust Preferred Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Trust Preferred Securities in connection with the conversion of such Trust Preferred Securities in accordance with this Article VII and (ii) to convert all or a portion of the Convertible Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: First Supplemental Indenture (Wendys International Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 ____ principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. [If a Notice of Conversion is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. .] Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the Securities on that date; provided, however, that if the transfer books of the Common Stock shall be closed on said Conversion Date, the Company shall not be required to issue any shares on such conversion until the date on which such transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of record of such shares until the date on which such transfer books shall be reopened, but such conversion shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as of the date on which such Security shall have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the holder of such Security or any Predecessor Security to receive interest as provided in Section 2.05(e) and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the holder thereof upon the cancellation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any Securities held by the holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (y) if the Trust has been dissolved and the Securities have been distributed to the holders of the Preferred Securities, to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such holders a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Dynegy Capital Trust Iii)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Securities for a portion of the Convertible Debentures held by the Insignia Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XV and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company Insignia Trust or in blank. So long as any Convertible Preferred Securities are outstanding, the Insignia Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date a Regular Record Date and prior to the subsequent Interest Payment Date, the Holder on the Regular Record Date will not be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption dateconverted. Except as otherwise provided in the first and second sentences of this paragraphSection 15.1, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity payment date is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments) on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with this Section 15.2.
(e) In effecting the conversion transactions described in this Section 15.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Insignia Trust from time to time for Convertible Preferred Securities in connection with the conversion of such Convertible Preferred Securities in accordance with this Article XV and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XV and to deliver to the Insignia Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Exchange Agreement (Insignia Financial Group Inc /De/)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 ____ principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. [If a Notice of Conversion is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. .] Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the Securities on that date; provided, however, that if the transfer books of the Common Stock shall be closed on said Conversion Date, the Company shall not be required to issue any shares on such conversion until the date on which such transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of record of such shares until the date on which such transfer books shall be reopened, but such conversion shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as the date on which such Security shall have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the holder of such Security or any Predecessor Security to receive interest as provided in Section 2.05(e) and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the holder thereof upon the cancellation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any Securities held by the holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (y) if the Trust has been dissolved and the Securities have been distributed to the holders of the Preferred Securities, to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such holders a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Continental Airlines Finance Trust Iii)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Class A Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into shares of Class A Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange the Convertible Amount of such Convertible Preferred Security Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 1,000 principal amount of Convertible Debentures for each $1,000 in liquidation amount of the Convertible Amount of the Convertible Preferred SecuritySecurities so exchanged) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into shares of Class A Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, and surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So 932388.8 39 long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Class A Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional sharesshare and the interest payable pursuant to Section 12.2(a)) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Class A Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Convertible Debenture in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to or on the order of the Holder thereof, at the expense of the Company, a new Convertible Debenture or Convertible Debentures in the aggregate principal amount equal to the unconverted portion thereof.
(e) In effecting the conversion transactions described in this Section 12.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into shares of Class A Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Convertible Preferred Securities in connection with the conversion of such Convertible Preferred Securities in accordance with this Article XII and (ii) to convert all or a portion of the Convertible Debentures into shares of Class A Common Stock and thereupon to deliver such shares of Class A Common Stock in accordance with the provisions of this Article XII and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount. 932388.8 40
Appears in 1 contract
Sources: Indenture (Capital Trust Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, Debentures (provided that such principal amount is $50 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion in substantially the form appearing as part of Exhibit A hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-1 or A-2, as the case may be, of the Declaration (the each, a "Notice of Conversion") setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of CNF Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Con- vertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into CNF Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Trust Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into CNF Common Stock of the Company pursuant to this Article XII VII and, if such Convertible Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If a Notice of Conversion Convertible Debenture is delivered on or surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Convertible Debenture or portion of a Convertible Debenture called for redemption on a Redemption Date occurring after such record date and prior to the subsequent Interest Payment Datesuch payment date), the Holder will be entitled to receive then, notwithstanding such conversion, the interest payable on such payment date will be paid in cash to the subsequent Interest Payment Date Person in whose name such Convertible Debenture (or one or more Predecessor Securities) is registered at the close of business on the such record date, and (other than a Convertible Debenture or a portion of a Convertible Debentures to be converted notwithstanding the conversion thereof Debenture called for redemption on a Redemption Date occurring after such record date and on or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Datepayment date) when so surrendered for conversion, the Holder will Convertible Debenture must be entitled accompanied by payment of an amount in cash equal to receive, the interest payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is which would otherwise be due and payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Convertible Debentures, as the case may be, being surrendered for conversion) was received by the Conversion Agent from the Holder or from (x) a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationDeclaration or (y) if the Convertible Debentures shall have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the CNF Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such CNF Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of CNF Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of CNF Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of CNF Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the applicable Conversion Agent for conversionDate, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities Trust Securities, as the case may be, so converted.
(d) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof.
(e) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into CNF Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article VII and (ii) to convert all or a portion of the Convertible Debentures into CNF Common Stock and thereupon to deliver such shares of CNF Common Stock in accordance with the provisions of this Article VII and to deliver to the Person entitled thereto a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: First Supplemental Indenture (CNF Transportation Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible 1998A Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible 1998A Debentures to be converted, together with and the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to together with the Conversion Agent the Convertible 1998A Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Trust Preferred Security for a portion of the Convertible 1998A Debentures held by the Trust (at an exchange rate of $50 principal amount at of Convertible 1998A Debentures for each Convertible Preferred Security$50 of Liquidation Amount of Trust Securities) and (ii) to immediately convert such Convertible 1998A Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Trust Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned Trust Securities to the Company or in blankConversion Agent. So long as any Convertible Preferred the Trust Securities are outstanding, the Trust Conversion Agent shall not convert any Convertible 1998A Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If a Notice of Conversion is delivered on or after the record date a Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.the
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible 1998A Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible 1998A Debentures so converted and any unpaid interest (including Compound InterestAdditional Interest and Additional Sums, if any) accrued on such Convertible 1998A Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent Agent, a cash adjustment in an amount equal to the same fraction of the Closing Price of with respect to such fractional interest on the date on which the Convertible 1998A Debentures or Trust Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Trust Securities so converted.
(d) In the event of the conversion of any 1998A Debenture in part only, a new 1998A Debenture or 1998A Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the 1998A Debenture converted in part in accordance with Section 3.5 of the Subordinated Indenture or with respect to the 1998A Debentures evidenced
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for 1998A Debentures) and as agent of the Holders of 1998A Debentures (in conversion of 1998A Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange 1998A Debentures held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article and (ii) to convert all or a portion of the 1998A Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article and to deliver to the Property Trustee a new 1998A Debenture or 1998A Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: First Supplemental Indenture (El Paso Natural Gas Co)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestCompounded Interest and Additional Sums) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (y) if the Trust has been dissolved and the Securities have been distributed to the holders of the Preferred Securities, to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 3.06(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of CNF Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Trust Preferred Securities may exercise its right under the Declaration to convert such Convertible Trust Preferred Securities into CNF Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Trust Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Trust Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into CNF Common Stock of the Company pursuant to this Article XII VII and, if such Convertible Trust Preferred Securities are in definitive form, surrendering such Convertible Trust Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Trust Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Trust Preferred Securities. If a Notice of Conversion Trust Preferred Security is delivered on or surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the Person in whose name the Convertible Debenture is registered at the close of business on such record date, and (other than a Convertible Debenture or a portion of a Convertible Debenture called for redemption on a redemption date occurring after such record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment DateDistribution payment date) when so surrendered for conversion, the Holder will Convertible Debenture must be entitled accompanied by payment of an amount equal to receive, the Distribution payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption Distribution payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity Date is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Trust Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the CNF Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such CNF Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of CNF Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of CNF Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of CNF Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Trust Preferred Securities so converted.
(d) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section [1402] of the Indenture.
(e) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Preferred Securities (in the exchange of Trust Preferred Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into CNF Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Trust Preferred Securities in connection with the conversion of such Trust Preferred Securities in accordance with this Article VII and (ii) to convert all or a portion of the Convertible Debentures into CNF Common Stock and thereupon to deliver such shares of CNF Common Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: First Supplemental Subordinated Indenture (CNF Transportation Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound InterestAdditional Interest and Liquidated Damages) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Current Market Price of with respect to such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article 13 and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article 13 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of Restricted Securities shall bear a Restrictive Securities Legend substantially in the form of the legend required to be set forth on such Debentures and shall be subject to the restrictions on transfer provided in such legend and in Section 3.5 hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such Restrictive Securities Legend on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for 100 such Common Stock, written notice that the Debentures delivered for conversion are Restricted Securities.
(g) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Debentures shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock) so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Common Stock upon conversion of Debentures and the Company has in effect at such time a share purchase rights agreement under which holders of Common Stock are issued rights ("Rights") entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Common Stock, such number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Common Stock pursuant to such share purchase rights agreement. Any shares of Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. The Company shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue Common Stock upon conversion of the Debentures and to lawfully deliver the Common Stock to each Holder upon conversion of the Debentures.
(h) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Debentures so converted were registered, and no 101 such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Conversion Agent the amount of any such tax, or has established to the satisfaction of the Conversion Agent that such tax has been paid.
(i) Nothing in this Article 13 shall limit the requirement of the Company to withhold taxes pursuant to the terms of the Debentures or as set forth in this Agreement or otherwise require the Trustee or the Company to pay any amounts on account of such withholdings.
Appears in 1 contract
Sources: Indenture (Big Flower Holdings Inc)
Conversion Procedures. To convert a Security, a Holder must (a) In order to convert all complete and manually sign the Notice of Conversion or a portion facsimile of the Convertible Debentures, Notice of Conversion on the Holder thereof shall deliver to back of the Conversion Agent an irrevocable notice of conversion Security (the "Notice of Conversion") setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if and deliver such Convertible Debentures are definitive Convertible Debentures, surrender notice to the Conversion Agent Agent, (b) surrender the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering Security to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for Agent, (c) furnish appropriate endorsements and transfer documents if required by the preceding sentence and directing Registrar or the Conversion Agent Agent, (id) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) if required, pay all transfer or similar taxes and (iie) if required, pay funds equal to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such next Interest Payment Date. However, if To convert a redemption date falls between a record date and beneficial interest in the subsequent Interest Payment DateSecurity, the Holder will be entitled to receive, on such Interest Payment Date, holder thereof must comply with clauses (c) through (e) of the interest accrued to, but excluding, preceding sentence and comply with the redemption dateDepositary's procedures for conversion. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the The date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice Holder satisfies all of Conversion was received (those requirements is the "Conversion Date"." Subject to the next succeeding sentence, the Company will, as soon as practicable following the Conversion Settlement Date, (i) by pay the cash component (including cash in lieu of any fraction of a share to which such Holder would otherwise be entitled), if any, of the Conversion Settlement Distribution determined pursuant to Section 11.03 to the Holder of a Security surrendered for conversion, or such Holder's nominee or nominees, and (ii) issue, or cause to be issued, and deliver to the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declarationsuch Holder, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder Holder's nominee or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Datenominees, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash paymentStock, if any, to which such Holder shall be entitled as part of such Conversion Settlement Distribution. If a conversion is a Principal Value Conversion pursuant to 11.01(c), the Company shall deliver to the Conversion Agent or to the Holder, no later than the fifth Business Day following the date on which the Applicable Stock Price is determined, a certificate for the number of whole shares of Common Stock issuable upon the conversion and, if applicable, cash in lieu of such Common Stock and cash in lieu of any fraction fractional shares pursuant to Section 11.04. The Person in whose name the Common Stock certificate is registered shall be deemed to be a shareholder of record at the close of business on the applicable Conversion Settlement Date; provided however, that if any share such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed a shareholder of record as of the next date on which the stock transfer books of the Company are open. No payment or adjustment shall be made for dividends on, or other distributions with respect to, any Common Stock except as provided in this Article 11. On conversion of a Security, any accrued and unpaid interest (including Contingent Interest, if any, Accreted Interest for all Interest Periods concluding prior to the Person or Persons entitled to receive Conversion Date, if any, and Accreted Interest for the same. The Interest Period in which the Conversion Agent shall deliver such certificate or certificates Date occurs, if any) with respect to such Person Security that is attributable to the period from the Issue Date to the Conversion Date shall not be cancelled, extinguished or Persons.
(b) The Company's forfeited but rather shall be deemed paid in full to the Holder of such Security through the delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, in exchange for the Security being converted pursuant to the provisions hereof, and the fair market value of the Common Stock (together with the cash payment, if any, in lieu of fractional shares), or cash or a combination of cash and Common Stock in lieu thereof, shall be treated as issued, to the extent thereof, first in exchange for any accrued and unpaid interest (including Contingent Interest, if any, Accreted Interest for all Interest Periods concluding prior to the Conversion Date, if any, and Accreted Interest for the Interest Period in which the Conversion Date occurs, if any) attributable to the period from the Issue Date to the Conversion Date, and the balance, if any, of such fair market value shall be treated as issued in exchange for the Original Principal Amount of the Security being converted pursuant to the provisions hereof. Notwithstanding the preceding sentence, on conversion of a Security during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date, the Holder on such Regular Record Date shall receive the interest payable on such Interest Payment Date. The Company agrees, and by acceptance of a beneficial interest in a Security each Holder and any beneficial owner of a Security shall be deemed to satisfy agree, to be bound (in the absence of an administrative determination or judicial ruling to the contrary) by the Company's obligation to pay the principal amount at Maturity determination of the portion projected payment schedule within the meaning of Convertible Debentures so converted the contingent debt regulations, and accordingly shall treat, for United States federal income tax purposes, the fair market value of the Common Stock received upon the conversion of a Security (together with any unpaid interest (including Compound Interestcash payment in lieu of fractional shares) accrued or cash in lieu thereof, or a combination of cash and Common Stock as a contingent payment on such Convertible Debentures the Security for purposes of Treasury Regulation Section 1.1275-4 or any successor provision. If a Holder converts more than one Security at the time same time, the number of such conversion.
(c) No fractional shares of Common Stock will issuable upon the conversion shall be issued as based on the aggregate Original Principal Amount of Securities converted. Upon surrender of a result of conversion, but Security that is converted in lieu thereofpart, the Company shall pay execute, and the Trustee shall authenticate and deliver to the Conversion Agent Holder, a cash adjustment new Security equal in Original Principal Amount to the Original Principal Amount of the unconverted portion of the Security surrendered. Securities or portions thereof surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on the Business Day immediately preceding such Interest Payment Date shall be accompanied by payment to the Company or its order, in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the same fraction interest payable on such Interest Payment Date with respect to the Original Principal Amount of Securities or portions thereof being surrendered for conversion; provided that no such payment need be made if (1) the Closing Price Company has specified a Redemption Date that occurs during the period from the close of such fractional interest business on a Regular Record Date to the close of business on the date on Interest Payment Date to which such Regular Record Date relates, (2) the Convertible Debentures were duly surrendered Company has specified a Fundamental Change Purchase Date during such period or (3) only to the Conversion Agent for conversionextent of overdue interest or overdue Contingent Interest, or, if such day is not a Trading Day, any overdue interest or overdue Contingent Interest exists on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, Date with respect to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
Appears in 1 contract
Sources: Indenture (Lockheed Martin Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder Holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled Date (other than any Security whose Maturity is prior to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date). Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder Holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to the right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder Holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 3.10.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the Holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 3.06(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities.
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Company Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.the
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Newell Financial Trust I)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Compounded Interest and Additional Interest) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price current market price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.05.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Common Stock delivered upon any conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 3.05(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for conversion are Restricted Securities.
Appears in 1 contract
Sources: Indenture (Dt Industries Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holderholder, in which the -53- shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 ____ principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. [If a Notice of Conversion is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. .] Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the Securities on that date; provided, however, that if the transfer books of the Common Stock shall be closed on said Conversion Date, the Company shall not be required to issue any shares on such conversion until the date on which such transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of record of such shares until the date on which such transfer books shall be reopened, but such conversion shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as of the date on which such Security shall have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion Subject to any right of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of such Security or any Predecessor Security to receive interest as provided in Section 2.05(e) and the Convertible Preferred Securities so converted.second paragraph of clause (a) of Section
Appears in 1 contract
Sources: Junior Subordinated Indenture (Newfield Exploration Co /De/)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible Debentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank, and shall pay any transfer or similar tax. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Convertible Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 1,000 principal amount of Convertible Debentures for each Convertible Preferred Security) ), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Common Stock of the Company pursuant to this Article XII IV and, if such Convertible Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion Interest accruing between Interest Payment Dates shall not be paid on Debentures that are converted, nor shall any payment, allowance or adjustment be made for accrued and unpaid interest, whether or not in arrears, on converted Debentures, except that if any Debenture is delivered converted (i) on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder will Debentureholder shall be required to pay to the Company the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date, and (ii) during an Extended Interest Payment Period and after notice of redemption with respect to the Debentures that are to be converted, accrued and unpaid interest through the Conversion Date of the Debentures shall be distributed to the Holder who converts such Debentures, which Distribution shall be made on the Redemption Date fixed for redemption. HoweverExcept as provided in the immediately preceding sentence, if a redemption the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures. Such interest shallbe paid to such converting Debentureholder unless the date falls between a of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on for such Interest Payment Date, in which case such interest shall be paid to the interest accrued to, but excluding, person who was the redemption Debentureholder at the close of business on such regular record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion Request was received (the "“Conversion Date"”) by the Conversion Agent from the Holder Debentureholder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Debentureholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each such Person or Persons.
(b) The Company's ’s delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's ’s obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will shall be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest shall be paid in cash (based on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading DayPrice), and the Conversion Agent in turn will shall make such payment, if any, payment to the Holder of the Convertible Debentures Debentureholder or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.10.
(e) Any shares of Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued, fully paid and nonassessable. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all of the Debentures then outstanding. Notwithstanding the foregoing sentence, the Company shall be entitled to deliver, upon conversion of Debentures, shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances.
(f) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article IV and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Bridge Bancorp Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and 84 delivered to the Conversion Agent by a holder Holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder Holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise other wise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to the right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder Holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the Holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the conversion of such Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Budget Group Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent"), an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Company Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Company Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Company Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity Interest Payment Date is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each Debentures submitted for conversion shall be deemed to have been effected immediately prior to the close expiration of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Company Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Company Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Current Market Price of with respect to such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation of the Debenture converted in part in accordance with Section 3.5.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Holders of Debentures (in the conversion of Debentures into Company Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debentures held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this
(f) The Company shall at all times reserve and keep available out of its authorized and unissued Company Common Stock, solely for issuance upon the conversion of the Debentures, such number of shares of Company Common Stock as shall from time to time be issuable upon the conversion of all the Debentures then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Debentures shares of Company Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Company Common Stock) so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Whenever the Company issues shares of Company Common Stock upon conversion of Debentures, and the Company has in effect at such time a stock purchase rights agreement ("Rights Agreement") under which holders of Company Common Stock are issued rights ("Rights") entitling the holders under certain circumstances to purchase an additional share or shares of stock, the Company will issue, together with each such share of Company Common Stock, such number of Rights (which number may be a fraction) as shall at that time be issuable with a share of Company Common Stock pursuant to such stock purchase rights agreement. Any shares of Company Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued and fully paid and nonassessable. The Conversion Agent shall deliver the shares of Company Common Stock received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. The Company shall use its reasonable best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of Company Common Stock (and all requirements to list Company Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Company to lawfully issue Company Common Stock upon conversion of the Debentures and to lawfully deliver Company Common Stock to each Holder upon conversion of the Debentures.
(g) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Company Common Stock on conversion of Debentures. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Company Common Stock in a name other than that in which the Debentures so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Conversion Agent the amount of any such tax, or has established to the satisfaction of the Conversion Agent that such tax has been paid.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Newfield Exploration Co /De/)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible Debentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable notice conversion request between January 1 and March 31 of the year in which the conversion (the "Notice of Conversion") is to occur setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, and surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blankblank (the “Conversion Request”). In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Convertible Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request, in substantially the form set forth in the Trust Agreement, setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 1,000 principal amount of Convertible Debentures for each Convertible Preferred Security) ), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Common Stock of the Company pursuant to this Article XII and, if ARTICLE IV and surrendering such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If .
(b) Holders of Preferred Securities at the close of business on a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will for payment of Distributions shall be entitled to receive the interest distribution payable on the subsequent Interest Payment Date such Preferred Securities on the portion of Convertible Debentures to be converted corresponding distribution payment date notwithstanding the conversion thereof prior to of such Interest Payment Date. However, if a redemption date falls between a Preferred Securities following the distribution record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided set forth in the first preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and second sentences unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of this paragraphredemption of Debentures is mailed or otherwise given to Debentureholder prior to the effective date of conversion, then, any Debentureholder shall no longer be entitled to convert such Debenture, any Conversion Request shall be deemed withdrawn, and such Debenture shall be redeemed in accordance with the redemption provisions set out elsewhere herein. In the case of any Convertible Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full.
(c) In order to convert Trust Securities into Common Stock, the Holder must submit the documents identified in Section 4.3(b) to the Conversion Agent between January 1 and March 31 of the year in which the Holder requests conversion. Each conversion shall be deemed to have been effected immediately prior to the close of business on the April 15th following the day on which the Notice of Conversion Request was received (provided that if the "applicable April 15th is not a Business Day, the conversion shall be effected on the next succeeding Business Day) (the “Conversion Date"”) by the Conversion Agent from the Holder Debentureholder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Debentureholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(bd) The Subject to any right of the Debentureholder, the Company's ’s delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's ’s obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(ce) No fractional shares of Common Stock will shall be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the last Closing Sale Price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will shall make such payment, if any, to the Holder of the Convertible Debentures Debentureholder or the holder of the Convertible Preferred Securities so converted. In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.9.
(f) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this ARTICLE IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this ARTICLE IV and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Tompkins Financial Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, Securities (provided that such principal amount is $22 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (the each, a "Notice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Fleetwood Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 22 principal amount of Convertible Debentures Securities for each Convertible Preferred Trust Security) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Fleetwood Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent") an irrevocable Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII 13 and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record Holder or record Holders of the Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound InterestAdditional Interest and Liquidated Damages) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Current Market Price of with respect to such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
Appears in 1 contract
Sources: Indenture (Host Marriott Corp/Md)
Conversion Procedures. (ai) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 __ principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Seven and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated [Scheduled Maturity] [Maturity Date] is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bii) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest and Additional Interest) accrued on such Convertible Debentures at the time of such conversion.
(ciii) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price current market price of such fractional interest on the date on which the Convertible Debentures or Convertible Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(iv) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof [in accordance with Section ___ of the Indenture].
(v) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Convertible Preferred Securities in connection with the conversion of such Convertible Preferred Securities in accordance with this Article Seven and (ii) to convert all or a portion of the Convertible Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article Seven and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, Securities (provided that such principal amount is $22 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (the each, a "Notice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Fleetwood Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 22 principal amount of Convertible Debentures Securities for each Convertible Preferred Trust Security) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Fleetwood Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. .
(b) If a Notice of Conversion Security is delivered on or surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Security or portion of a Security called for redemption on a Redemption Date occurring after such record date and prior to the subsequent Interest Payment Datesuch payment date), the Holder will be entitled to receive then, notwithstanding such conversion, the interest payable on such payment date will be paid to the subsequent Interest Payment Date Trust which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the record date or to such other Person in whose name such Security is registered at the close of business on such record date, as the case may be, despite such conversion, and (other than a Security or a portion of Convertible Debentures to be converted notwithstanding the conversion thereof a Security called for redemption on a Redemption Date occurring after such record date and on or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Datepayment date) when so surrendered for conversion, the Holder will Security need not be entitled accompanied by payment of an amount in cash equal to receive, the interest payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which Security that is converted, interest whose Stated Maturity is that would otherwise be due and payable after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Securities, as the case may be, being surrendered for conversion) was received by the Conversion Agent from the Holder or from (x) a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationDeclaration or (y) if the Securities shall have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Fleetwood Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Fleetwood Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bc) The Company's delivery upon conversion of the fixed number of shares of Fleetwood Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Additional Interest) accrued on such Convertible Debentures Securities at the time of such conversion; PROVIDED, that if any Security is surrendered for conversion after the close of business on a record date for payment of interest and before the opening of business on the corresponding interest payment date, the interest payable on such interest payment date with respect to such Security shall be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. The Company will make no payment or allowance for distributions on the shares of Fleetwood Common Stock issued upon such conversion, except to the extent that such shares of Fleetwood Common Stock are held of record on the record date for any such distributions. Each conversion will be deemed to have been effected immediately prior to the close of business on the day on which the related conversion notice was received by the Conversion Agent.
(cd) No fractional shares of Fleetwood Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the applicable Conversion Agent for conversionDate, or, if such day is not a Trading Day, on the next preceding Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities Trust Securities, as the case may be, so converted.
(e) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof.
(f) In effecting the conversion transactions described in this Section 1302, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Fleetwood Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into Fleetwood Common Stock and thereupon to deliver such shares of Fleetwood Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Person entitled thereto a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible DebenturesSecu- rities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal liquidation amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date a Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of Securities to be converted, as reflected in the Security Register at 5:00 p.m. (New York City time) on such Regular Record Date, will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures such Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make make, nor be required to make make, any other payment, allowance or adjustment or allowance with respect to accrued but unpaid interest (including any Additional Payments, if any), whether or not in arrears, on the Convertible Debentures being converted Securities; pro- - 79 - 88 1309. If any Security called for redemption is converted, which any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 or in this Section 1302) be paid to the Company upon Company Request or, if then held by the Company, shall be deemed to be paid in fulldischarged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 or in this Section 1302, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments, if any) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the - 80 - 89 Closing Price of such fractional interest shares of Common Stock on the date on which Conversion Date for such Securities or Preferred Securities, as the Convertible Debentures were duly surrendered to the Conversion Agent for conversioncase may be, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 305.
(e) In effecting the conversion transactions described in this Section , the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount.
(f) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Securities, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the Securities then outstanding. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of Securities, shares of Common Stock reacquired and held in the treasury of the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances and are not subject to any preemptive or other similar rights. Any shares of Common Stock issued upon conversion of the Securities shall be duly authorized, validly issued, fully paid and nonassessable. The Company shall deliver the shares of Common
(g) The Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Securities so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax or has established to the satisfaction of the Company that such tax has been paid.
Appears in 1 contract
Sources: Indenture (Finova Finance Trust)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Class B Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Class B Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Class B Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Class B Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class B Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Securities on that date; provided, however, that if the transfer books of the Company Class B Common Stock shall be closed on said Conversion Date, the Company shall not be required to issue any shares on such conversion until the date on which such transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of record of such shares until the date on which such transfer books shall be reopened, but such conversion shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as the date on which such Security shall have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Class B Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Class B Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Class B Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Class B Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Class B Common Stock and thereupon to deliver such shares of Class B Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any Securities held by the Holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (y) if the Trust has been dissolved and the Securities have been distributed to the holders of the Preferred Securities, to convert all or a portion of the Securities into Class B Common Stock and thereupon to deliver such shares of Class B Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders a new Security or Securities for any resulting unconverted principal amount.
(f) All shares of Class B Common Stock delivered upon any conversion of Restricted Securities shall bear a restrictive legend substantially in the form of the legend required to be set forth on such Securities and shall be subject to the restrictions on transfer provided in such legend and in Section 3.06(b) hereof. Neither the Trustee nor the Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legend on such Class B Common Stock; provided, however, that the Trustee or the Conversion Agent shall have provided to the Company or to the Company's transfer agent for such Class B Common Stock, prior to or concurrently with a request to the Company to deliver to such Conversion Agent certificates for such Class B Common Stock, written notice that the Securities delivered for conversion are Restricted Securities.
Appears in 1 contract
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Capital Securities may exercise its right under the Declaration to convert exchange such Convertible Preferred Capital Securities into Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Capital Security for a portion of the Convertible Debentures Securities held by the LFC Trust (at an exchange rate of $50 __ principal amount of Convertible Debentures Securities for each Convertible Preferred Capital Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XVII and, if such Convertible Preferred Capital Securities are in definitive form, surrendering such Convertible Preferred Capital Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Capital Securities are outstanding, the LFC Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Capital Securities. If Holders of Securities at 5:00 p.m. (Eastern time) on a Notice of Conversion is delivered on or after the record date and prior to the subsequent for a Interest Payment Date, the Holder Date will be entitled to receive the interest payable on such Securities on the subsequent corresponding Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Securities following such record date but on or prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Company will not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is mailed or otherwise given to holders of Securities or the LFC Trust issues a press release announcing a Conversion Termination Date, then, if a redemption any holder of Securities converts any Securities into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given or the date of such press release, as the case may be, and if such date of conversion falls between on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting holder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the Holder will extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be entitled paid to receive, such converting holder unless the date of conversion of such Securities is on or prior to the Interest Payment Date upon which such Extension Period ends and after the record date for such Interest Payment Date, in which case such interest shall be paid to the interest accrued to, but excluding, person who was the redemption holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (Eastern time) on such record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Compounded Interest and Additional Interest, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the prepayment of such Security shall (subject to say right of the holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (Eastern time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder Securityholder or from a holder of the Convertible Preferred Capital Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Securityholder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(b) The Subject to any right of the holder of such Security or any Predecessor Security to receive interest as provided in Section 17.2(a), the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Compounded Interest and Additional Interest, if any) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Capital Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Capital Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the holder thereof upon the cancellation thereof in accordance with Section 2.7.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Capital Securities (in the exchange of Capital Securities for Securities) and as agent of the holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Capital Securities for Securities held by LFC Trust from time to time in connection with the conversion of such Capital Securities in accordance with this Article XVII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XVII and to deliver to the LFC Trust a new Security or Securities for any resulting unconverted principal amount.
(f) The Company shall pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities and the delivery of shares of Common Stock by the Trust to the Holder upon conversion. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Securities so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Trust the amount of any such tax or has established to the satisfaction of the Trust that such tax has been paid.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.of
Appears in 1 contract
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible Debentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company Corporation or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Convertible Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 10 principal amount of Convertible Debentures for each Convertible Preferred Security) ), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Common Stock of the Company pursuant to this Article XII IV and, if such Convertible Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company Corporation or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures into shares of Common Stock except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion Request is delivered on or after the record date Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will Debentureholder shall be required to pay to the Corporation the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to distribution of the shares of Common Stock, and such Debentureholder shall be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures to be converted converted, notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Corporation shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is mailed or otherwise given to Debentureholders, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a redemption date falls between a record date Regular Record Date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the Holder will be entitled extent permitted by applicable law) to receive, on such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest accrued toon such Debentures (including interest thereon, but excludingif any, to the redemption dateextent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the Regular Record Date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Debentureholder at 5:00 p.m., New York, New York time on such Regular Record Date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Corporation upon Corporation Request or, if then held by the Corporation, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Holder Debentureholder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company Corporation shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Debentureholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(b) The CompanySubject to any right of the Debentureholder, the Corporation's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the CompanyCorporation's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will shall be issued as a result of conversion, but in lieu thereof, the Company Corporation shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will shall make such payment, if any, to the Holder of the Convertible Debentures Debentureholder or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.9.
(e) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article IV and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstandingOutstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date Regular Record Date and prior to the subsequent next succeeding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is on or after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, Extension Period Interest and Compounded Interest) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion DateDate and such Person or Persons will cease to be a record holder or record holders of the Securities on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.the
Appears in 1 contract
Sources: Indenture (Suiza Foods Corp)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Capital Securities may exercise its right under the Declaration to convert exchange such Convertible Preferred Capital Securities into Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Capital Security for a portion of the Convertible Debentures Securities held by the NYB Trust (at an exchange rate of $50 25 principal amount of Convertible Debentures Securities for each Convertible Preferred Capital Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XVII and, if such Convertible Preferred Capital Securities are in definitive form, surrendering such Convertible Preferred Capital Securities, duly 67 endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Capital Securities are outstanding, the NYB Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Capital Securities. If Holders of Securities at 5:00 p.m. (New York City time) on a Notice of Conversion is delivered on or after the record date and prior to the subsequent for a Interest Payment Date, the Holder Date will be entitled to receive the interest payable on such Securities on the subsequent corresponding Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Securities following such record date but on or prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Company will not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is mailed or otherwise given to holders of Securities or the NYB Trust issues a press release announcing a Conversion Termination Date, then, if a redemption any holder of Securities converts any Securities into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given or the date of such press release, as the case may be, and if such date of conversion falls between on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting holder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the Holder will extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be entitled paid to receive, such converting holder unless the date of conversion of such Securities is on or prior to the Interest Payment Date upon which such Extension Period ends and after the record date for such Interest Payment Date, in which case such interest shall be paid to the interest accrued to, but excluding, person who was the redemption holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (New York City time) on such record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Compounded Interest and Additional Interest, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the prepayment of such Security shall (subject to say right of the holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder Securityholder or from a holder of the Convertible Preferred Capital Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Securityholder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(b) The Subject to any right of the holder of such Security or any Predecessor Security to receive interest as provided in Section 17.2(a), the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Compounded Interest and Additional Interest, if any) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Capital Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Capital Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the holder thereof upon the cancellation thereof in accordance with Section 2.7.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Capital Securities (in the exchange of Capital Securities for Securities) and as agent of the holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Capital Securities for Securities held by NYB Trust from time to time in connection with the conversion of such Capital Securities in accordance with this Article XVII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XVII and to deliver to the NYB Trust a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, Securities (provided that such principal amount is $50 or an integral multiple thereof) the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion in substantially the form appearing as part of Exhibit A-1 or A-2 hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-1 or A-2, as the case may be, of the Declaration (the each, a "Notice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Fleetwood Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures Securities for each Convertible Preferred Trust Security) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Fleetwood Common Stock of the Company pursuant to this Article XII Thirteen and, if such Convertible Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. .
(b) If a Notice of Conversion Security is delivered on or surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Security or portion of a Security called for redemption on a Redemption Date occurring after such record date and prior to the subsequent Interest Payment Datesuch payment date), the Holder will be entitled to receive then, notwithstanding such conversion, the interest payable on such payment date will be paid to the subsequent Interest Payment Date Trust which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the record date or to such other Person in whose name such Security is registered at the close of business on such record date, as the case may be, despite such conversion, and (other than a Security or a portion of Convertible Debentures to be converted notwithstanding the conversion thereof a Security called for redemption on a Redemption Date occurring after such record date and on or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Datepayment date) when so surrendered for conversion, the Holder will Security need not be entitled accompanied by payment of an amount in cash equal to receive, the interest payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which Security that is converted, interest whose Stated Maturity is that would otherwise be due and payable after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Securities, as the case may be, being surrendered for conversion) was received by the Conversion Agent from the Holder or from (x) a holder of the Convertible Preferred Trust Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationDeclaration or (y) if the Securities shall have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Fleetwood Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Fleetwood Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(bc) The Company's delivery upon conversion of the fixed number of shares of Fleetwood Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound Additional Interest) accrued on such Convertible Debentures Securities at the time of such conversion; PROVIDED, that if any Security is surrendered for conversion after the close of business on a record date for payment of interest and before the opening of business on the corresponding interest payment date, the interest payable on such interest payment date with respect to such Security shall be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. The Company will make no payment or allowance for distributions on the shares of Fleetwood Common Stock issued upon such conversion, except to the extent that such shares of Fleetwood Common Stock are held of record on the record date for any such distributions. Each conversion will be deemed to have been effected immediately prior to the close of business on the day on which the related conversion notice was received by the Conversion Agent.
(cd) No fractional shares of Fleetwood Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the applicable Conversion Agent for conversionDate, or, if such day is not a Trading Day, on the next preceding Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities Trust Securities, as the case may be, so converted.
(e) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof.
(f) In effecting the conversion transactions described in this Section 1302, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Fleetwood Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Securities held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article Thirteen and (ii) to convert all or a portion of the Securities into ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock and thereupon to deliver such shares of Fleetwood Common Stock in accordance with the provisions of this Article Thirteen and to deliver to the Person entitled thereto a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock Shares should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock Shares by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 1,000 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock Shares of the Company pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, and surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock Shares as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock Shares issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock Shares into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional sharesshare and the interest payable pursuant to Section 12.2(a)) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.. 727411.13 38
(c) No fractional shares of Common Stock Shares will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Convertible Debenture in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to or on the order of the Holder thereof, at the expense of the Company, a new Convertible Debenture or Convertible Debentures in the aggregate principal amount equal to the unconverted portion thereof.
(e) In effecting the conversion transactions described in this Section 12.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into Common Shares), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Convertible Preferred Securities in connection with the conversion of such Convertible Preferred Securities in accordance with this Article XII and (ii) to convert all or a portion of the Convertible Debentures into Common Shares and thereupon to deliver such Common Shares in accordance with the provisions of this Article XII and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Capital Trust)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible Debentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Convertible Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 [__] principal amount of Convertible Debentures for each Convertible Preferred Security) ), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Common Stock of the Company pursuant to this Article XII IV and, if such Convertible Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder will Debentureholder shall be required to pay to the Company the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is mailed or otherwise given to Debentureholder, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a redemption date falls between a regular record date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the Holder will be entitled extent permitted by applicable law) to receive, on such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest accrued toon such Debentures (including interest thereon, but excludingif any, to the redemption extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Debentureholder at the close of business on such regular record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Holder Debentureholder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Debentureholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(b) The Subject to any right of the Debentureholder, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will shall be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will shall make such payment, if any, to the Holder of the Convertible Debentures Debentureholder or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.9.
(e) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article IV and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible DebenturesDebt Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") setting forth the principal amount of Convertible Debentures Debt Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, and surrender to the Conversion Agent the Convertible Debentures Debt Securities to be converted, duly endorsed or assigned to the Company Corporation or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration to convert such Convertible Preferred Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Trust Security for a portion of the Convertible Debentures Debt Securities held by the Trust (at an exchange rate of $50 principal 100 liquidation amount of Convertible Debentures Debt Securities for each Convertible Preferred Trust Security) and (ii) to immediately convert such Convertible DebenturesDebt Securities, on behalf of such holder, into Common Stock of the Company Corporation pursuant to this Article XII and, if such Convertible Preferred Securities are in definitive form, XIII and surrendering such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company Corporation or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the Trust shall not convert any Convertible Debentures Debt Securities except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If a Notice In the case of Conversion any Debt Security which is delivered converted after any Record Date and on or after the record date and prior to the subsequent next succeeding Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at 5:00 p.m. (Louisville, Kentucky time) on such Record Date, the interest accrued to, but excluding, the redemption date. Except as otherwise expressly provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is convertedsection, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Debt Security shall not be payable, and the Company Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Debt Securities being converted, which shall be deemed to be paid in full. Subject to any right of the holder of such Debt Security or any Predecessor Security to receive interest as provided in this section, the Corporation's delivery upon conversion of the fixed number of shares of Common Stock into which the Debt Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Corporation's obligation to pay the principal amount at Maturity of the portion of Debt Securities so converted and any unpaid interest accrued on such Debt Securities at the time of such conversion. If any Debt Security called for redemption is converted (and any interest payable in respect of such converted Debt Security pursuant to this section shall have been paid in full), any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debt Security shall (subject to any right of the holder of such Debt Security or any Predecessor Security to receive interest as provided in this section) be paid to the Corporation or, if then held by the Corporation, shall be discharged from such trust. If a Notice of Conversion is delivered after the Record Date and prior to the subsequent Interest Payment Date, the holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Debt Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. If a Notice of Conversion is delivered during an Extension Period and after the Trust (or, after liquidation of the Trust, the Trustee) has mailed a notice of redemption with respect to the Debt Securities that are converted, all accrued and unpaid interest on such Debt Securities (including Compounded Interest, if any) to the most recent Interest Payment Date prior to the date of such conversion, whether or not such Interest Payment Date falls in such Extension Period (or, if the Notice of Conversion is delivered (A) during an Extension Period, (B) on or prior to an Interest Payment Date as to which the payment of interest is to be deferred as a result of such Extension Period and (C) after the Record Date for the Interest Payment Date referred to in clause (B) above, all accrued and unpaid interest on such Debt Securities (including Compounded Interest, if any) to such Interest Payment Date) shall be distributed to the holder who converts such Debt Securities, which payment shall be made on the redemption date fixed for redemption. Except as otherwise set forth above in this section, in the case of any Debt Security which is converted, interest whose Stated Maturity is after the date of conversion of such Debt Security shall not be payable, and the Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Debt Securities being converted, which shall be deemed to be paid in full. If any Debt Security called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debt Security shall (subject to any right of the holder of such Debt Security or any Predecessor Security to receive interest as provided in this section) be paid to the Corporation or, if then held by the Corporation, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (Louisville, Kentucky time) on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company Corporation shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company Corporation shall pay to the Conversion Agent a cash adjustment in an amount equal to based on the same fraction last reported sale price of the Closing Price of such fractional interest Common Stock on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, Conversation Date (or if such day date is not a Trading Daytrading date, on the next Trading Daytrading date) if the Common Stock is then traded on a national securities exchange or is subject to quotation on an inter-dealer automated quotation system, and or otherwise based upon the conversion price. The Conversion Agent in turn will make such payment, if any, to the Holder holder of the Convertible Debentures Debt Securities or the holder of the Convertible Preferred Trust Securities so converted.
(c) In the event of the conversion of any Debt Security in part only, a new Debt Security or Debt Securities for the unconverted portion thereof will be issued in the name of the holder thereof upon the cancellation thereof.
(d) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Debt Securities) and as agent of the holders of Debt Securities (in the conversion of Debt Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Debt Securities held by the Trust from time to time for Trust Securities in connection with the conversion of such Trust Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Debt Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Property Trustee a new Debt Security or Debt Securities for any resulting unconverted principal amount. If the Property Trustee no longer holds Debt Securities, the Trustee shall act as Conversion Agent hereunder.
Appears in 1 contract
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible DebenturesSecurities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice in the form of conversion Exhibit B attached to this Indenture (the each, a "Notice of ConversionConversion Request") setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Trust Securities may exercise its right under the Declaration related Trust Agreement to convert exchange such Convertible Preferred Trust Securities for Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of request (each, a "Conversion Request") setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security Trust Securities for a portion of the Convertible Debentures Securities held by the related Guaranty Capital Trust (at an exchange rate of $50 25.00 principal amount of Convertible Debentures Securities for each Convertible Preferred Trust Security) and (ii) immediately to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIV and, if such Convertible Preferred Trust Securities are in definitive form, surrendering such Convertible Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Trust Securities are outstanding, the no Guaranty Capital Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Trust Securities. If Holders of Securities at 5:00 p.m. (Richmond, Virginia time) on a Notice of Conversion is delivered on or after the record date and prior to the subsequent for an Interest Payment Date, the Holder Date will be entitled to receive the interest payable on such Securities on the subsequent corresponding Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof of such Securities following such record date but on or prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Company will not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is mailed or otherwise given to Holders of Securities or the related Guaranty Capital Trust issues a press release announcing a Conversion Termination Date, then, if a redemption any Holder of Securities converts any Securities into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given or the date of such press release, as the case may be, and if such date of conversion falls between on any day from and including the first day of an Extension Period and on or prior to the Interest Payment Date upon which such Extension Period ends, such converting Holder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Holder will be entitled unless the date of conversion of such Securities is on or prior to receive, on the Interest Payment Date upon which such Extension Period ends and after the record date for such Interest Payment Date, in which case such interest shall be paid to the interest accrued toperson who was the Holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (Richmond, but excluding, the redemption Virginia time) on such record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture which Security that is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor or be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest and Additional Sums, if any) on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the prepayment of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon a Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business 5:00 p.m. (Richmond, Virginia time) on the day on which the Notice of Conversion was received (the "Conversion Date") on which the Notice of Conversion Request or the Notice of Conversion, as the case may be, was received by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities Trust Securities, as the case may be, effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may berelated Trust Agreement. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share share, to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each such Person or Persons.
(b) The Subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in Section 14.02(a), the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Interest and Additional Sums, if any) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but but, in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of as such fractional interest on the date on which the Convertible Debentures Securities or Trust Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Trust Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Trust Securities (in the exchange of Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities for Securities held by the related Guaranty Capital Trust from time to time in connection with the conversion of such Trust Securities in accordance with this Article XIV and (ii) to convert all or a portion of such Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIV and to deliver to such Guaranty Capital Trust a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Guaranty Capital Trust I)
Conversion Procedures. (a) In order to To convert all or a portion of the Convertible Debentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion Request setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Convertible Preferred Securities for Debentures which shall be converted into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 8.50 principal amount of Convertible Debentures for each Convertible Preferred Security) ), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Common Stock of the Company pursuant to this Article XII IV and, if such Convertible Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion Request delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder will Debentureholder shall be required to pay to the Company the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Common Stock, and shall be entitled to receive the interest payable on the subsequent Interest Payment Date Date, on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures is mailed or otherwise given to Debentureholder, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a redemption date falls between a regular record date and on or prior to the subsequent next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the Holder will be entitled extent permitted by applicable law) to receive, on such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest accrued toon such Debentures (including interest thereon, but excludingif any, to the redemption extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Debentureholder at the close of business on such regular record date. Except as otherwise provided set forth above in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Holder Debentureholder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder Debentureholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such each Person or Persons.
(b) The Subject to any right of the Debentureholder, the Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Additional Interest, if any) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will shall be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price last reported sale price of such fractional interest on the date on which the Convertible Debentures or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will shall make such payment, if any, to the Holder of the Convertible Debentures Debentureholder or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Debenture in part only, a new Debenture or Debentures for the unconverted portion thereof shall be issued in the name of the Debentureholder thereof upon the cancellation thereof in accordance with Section 2.9.
(e) In effecting the conversion transactions described in this Section 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Debentures) and as agent of the Debentureholders (in the conversion of Debentures into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Preferred Securities for Debentures held by the Trust from time to time in connection with the conversion of such Preferred Securities in accordance with this Article IV, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article IV and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (American Bank Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Trust Preferred Securities may exercise its right under the Declaration to convert such Convertible Trust Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Trust Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Trust Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII VII and, if such Convertible Trust Preferred Securities are in definitive form, surrendering such Convertible Trust Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Trust Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Trust Preferred Securities. If a Notice of Conversion Trust Preferred Security is delivered on or surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the Person in whose name the Convertible Debenture is registered at the close of business on such record date, and (other than a Convertible Debenture or a portion of a Convertible Debenture called for redemption on a redemption date occurring after such record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof or prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment DateDistribution payment date) when so surrendered for conversion, the Holder will Convertible Debenture must be entitled accompanied by payment of an amount equal to receive, the Distribution payable on such Interest Payment Date, the interest accrued to, but excluding, the redemption Distribution payment date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity Date is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Trust Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Compounded Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Trust Preferred Securities so converted.
(d) In the event of the conversion of any Convertible Debenture in part only, a new Convertible Debenture or Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancellation thereof in accordance with Section 1402 of the Indenture.
(e) In effecting the conversion transactions described in this Section 7.2, the Conversion Agent is acting as agent of the holders of Trust Preferred Securities (in the exchange of Trust Preferred Securities for Convertible Debentures) and as agent of the Holders of Convertible Debentures (in the conversion of Convertible Debentures into Common Stock), as the case may be. The Conversion Agent is hereby authorized (i) to exchange Convertible Debentures held by the Trust from time to time for Trust Preferred Securities in connection with the conversion of such Trust Preferred Securities in accordance with this Article VII and (ii) to convert all or a portion of the Convertible Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: First Supplemental Subordinated Indenture (Nuevo Energy Co)
Conversion Procedures. (a) i. In order to convert all or a portion of the Convertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $50 principal amount of Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII VI and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Convertible Preferred Securities. If a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Company's delivery upon conversion of the fixed number of shares of Common Stock into which the Convertible Debentures are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity of the portion of Convertible Debentures so converted and any unpaid interest (including Compound Interest) accrued on such Convertible Debentures at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder of the Convertible Debentures or the holder of the Convertible Preferred Securities so converted.of
Appears in 1 contract
Sources: Supplemental Indenture (Tosco Corp)
Conversion Procedures. (a) In order to convert all or a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable notice of conversion (the "Notice of Conversion") Conversion setting forth the principal amount of Convertible Debentures Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Common Stock should be issued upon conversion and, if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Convertible Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Convertible Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Convertible Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $50 ____ principal amount of Convertible Debentures Securities for each Convertible Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Common Stock of the Company pursuant to this Article XII XIII and, if such Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Convertible Preferred Securities. [If a Notice of Conversion is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, the Holder holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraphimmediately preceding sentence, in the case of any Convertible Debenture Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such Convertible Debenture Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures Securities being converted, which shall be deemed to be paid in full. .] Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder holder or from a holder of the Convertible Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the Securities on that date; provided, however, that if the transfer books of the Common Stock shall be closed on said Conversion Date, the Company shall not be required to issue any shares on such conversion until the date on which such transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of record of such shares until the date on which such transfer books shall be reopened, but such conversion shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as of the date on which such Security shall have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.
(b) The Subject to any right of the holder of such Security or any Predecessor Security to receive interest as provided in Section 2.05(e) and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the fixed whole number of shares of Common Stock into which the Convertible Debentures Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Company's obligation to pay the principal amount at Maturity maturity of the portion of Convertible Debentures Securities so converted and any unpaid interest (including Compound InterestAdditional Payments) accrued on such Convertible Debentures Securities at the time of such conversion.
(c) No fractional shares of Common Stock will be issued as a result of conversion, but in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment in an amount equal to the same fraction of the Closing Price of such fractional interest on the date on which the Convertible Debentures Securities or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, or, if such day is not a Trading Day, on the next Trading Day, and the Conversion Agent in turn will make such payment, if any, to the Holder holder of the Convertible Debentures Securities or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued in the name of the holder thereof upon the cancellation thereof in accordance with Section 3.06.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) and as agent of the holders of Securities (in the conversion of Securities into Common Stock), as the case may be, directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security or Securities for any Securities held by the holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (y) if the Trust has been dissolved and the Securities have been distributed to the holders of the Preferred Securities, to convert all or a portion of the Securities into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Article XIII and to deliver to such holders a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Spinnaker Exploration Co)