Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion. (c) No fractional shares of 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 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 Securities or the holder of the 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 To convert all or a portion of the SecuritiesDebentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive Securitiesin certificate form, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Debentures which shall be converted into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 10 principal amount of Securities Debentures for each Preferred Security) ), and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holderDebentureholder, into Capital Common Stock of the Company pursuant to this Article XIII IV and, if such Preferred Securities are in definitive certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion Request is delivered on or after the Regular Record Date 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise 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 regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (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 Debentures (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 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 set forth above in this paragraph, in the case of any Security Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 13.02Debentureholder, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentureholder or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will shall be issued in the name of the Holder Debentureholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.9.
(e) In effecting the conversion transactions described in this SectionSection 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentureholders (in the conversion of Securities Debentures into Capital 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 Preferred Securities for Debentures 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 IV, and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII IV and to deliver to the Trust a new Security Debenture 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstandingOutstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is on or after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest, Additional Interest and Additional SumsLiquidated Damages) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 cancellation of the Security converted in part in accordance with Section 3.06305.
(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 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 Thirteen and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and amount.
(yf) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the 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 accordance 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 this Article XIII and (ii) a request 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 Company to deliver to such Holders a new Security or Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for any resulting unconverted principal amountconversion 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 SecuritiesConvertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable Notice notice of election to convert ("Conversion Notice") setting forth the principal amount of Securities 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 Capital Steel Stock should be issued upon conversion andconversion, (ii) if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities 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 Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Security Trust Securities for a portion of the Securities Convertible Debentures held by the Trust (at an exchange rate of $27 1 of principal amount of Securities Convertible Debentures for each Preferred Security$1 liquidation amount of Trust Securities) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Steel Stock of the Company pursuant to this Article XIII VII and, if such 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 Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and conversion request delivered to the Conversion Agent by a holder of 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 Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on or after the a Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will 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 Securities to be converted corresponding Interest Payment Date notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of Convertible Debentures following such Security is Regular Record Date and prior to such Interest Payment Date). Except as otherwise provided in However, Convertible Debentures surrendered for conversion during the immediately preceding sentence, in period between the case close of business on any Security which is converted, Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose Stated Maturity is after transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the date of conversion of interest payable by the Company on such Security shall not be payableConvertible Debentures 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 Securities 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 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 Capital Steel Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Steel Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and any Additional SumsInterest) accrued on such Securities Convertible Debentures at the time of such conversion.
(cd) No fractional shares or scrip representing fractions of Capital 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 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, in cash (and the Conversion Agent in turn will make pay such payment, if any, cash amount to the Holder of the Securities such Convertible Debentures or the holder of the 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.
(de) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.8 of the Base Indenture.
(ef) In effecting the conversion transactions described in this SectionSection 7.2, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital Steel 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 Convertible Debentures held by or on behalf of the Trust from time to time for Preferred Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII VII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital Steel Stock and thereupon there upon to deliver such shares of Capital Steel Stock in accordance with the provisions of this Article XIII VII and to deliver to the Trust a new Security Convertible Debenture 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 25 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date Date. Notwithstanding 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 (unless including Additional Payments, if any) through the Maturity date of such portion conversion shall be paid to the holder of such Security is prior to such Interest Payment on the Redemption Date). Except as otherwise provided in the immediately preceding sentencetwo sentences, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 3.07 and the second paragraph of clause Clause (a) of Section 13.02, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments, if any) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 cancellation thereof in accordance with Section 3.063.05.
(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 Capital 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 Thirteen and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII Thirteen 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 (Walbro Capital Trust), Indenture (Walbro Corp)
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Company Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 25 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Company Common Stock of the Company pursuant to this Article XIII 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted converted, notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Security 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 Securities 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 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 Capital Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Company Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities or the holder of the Preferred Securities so converted.. 66
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof cancellation of the Debenture converted in part in accordance with Section 3.063.5.
(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 SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital Company 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 Debentures 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 13 and (ii) to convert all or a portion of the Securities Debentures into Capital Company Common Stock and thereupon to deliver such shares of Capital Company Common Stock in accordance with the provisions of this Article XIII 13 and to deliver to the Trust a new Security Debenture 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 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 convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 principal 50 liquidation amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date Date. Notwithstanding 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 (unless including Additional Payments, if any) through the Maturity date of such portion conversion shall be paid to the holder of such Security is prior to such Interest Payment on the Redemption Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 3.08 307 and the second paragraph of clause Clause (a) of Section 13.021302, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments, if any) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 cancellation thereof in accordance with Section 3.06305.
(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 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 Thirteen and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII Thirteen 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 1 contract
Sources: Indenture (Warnaco Group Inc /De/)
Conversion Procedures. (a) In order to convert all or a portion of the Securities, 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 (each, a "Notice of Conversion Conversion") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Fleetwood Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Security Trust Securities for a portion of the Securities held by the Trust (at an exchange rate of $27 22 principal amount of Securities for each Preferred Trust Security) and (ii) to immediately convert such SecuritiesSecurities as soon as practicable, on behalf of such holder, into Capital Fleetwood Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Trust Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Trust Securities. .
(b) If a Notice of Conversion Security is delivered on or surrendered for conversion after the Regular Record 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 Securities 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 (unless payment date) when so surrendered for conversion, the Maturity Security need not be accompanied by payment of an amount in cash equal to the interest payable on such portion of such Security is prior to such Interest Payment Date)payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which that is converted, interest whose Stated Maturity is that would otherwise be due and payable after the date of conversion of such 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 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 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 Capital Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Fleetwood Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such 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 Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities or the holder of the Preferred Securities Trust Securities, as the case may be, so converted.
(de) 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 3.06cancellation thereof.
(ef) In effecting the conversion transactions described in this SectionSection 1302, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital Fleetwood 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 Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII Thirteen and (ii) to convert all or a portion of the Securities into Capital Fleetwood Common Stock and thereupon to deliver such shares of Capital Fleetwood Common Stock in accordance with the provisions of this Article XIII Thirteen 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holderHolder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder Holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any 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 whole number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder Holder of the 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 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 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Company Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Company Common Stock of the Company pursuant to this Article XIII 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 3.063.05.
(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 Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 amount.
(yf) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the 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 accordance 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 this Article XIII and (ii) a request 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 Company to deliver to such Holders a new Security or Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for any resulting unconverted principal amountconversion 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 SecuritiesDebentures, the Holder thereof shall deliver to the Conversion Agent Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "CONVERSION AGENT") an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 25 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof cancellation of the Debenture converted in part in accordance with Section 3.063.5.
(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 SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures 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 13 and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII 13 and to deliver to the Trust a new Security Debenture 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 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 SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital CNF Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Capital 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 Trust Preferred Security for a portion of the Securities Convertible Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Convertible Debentures for each Trust Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital CNF Common Stock of the Company pursuant to this Article XIII VII and, if such Trust Preferred Securities are in definitive form, surrendering such Trust Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Preferred Securities are outstanding, the Trust shall not convert any Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. If a Notice Trust Preferred Security is surrendered for conversion after the close of Conversion 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 delivered 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 on or after the 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless Distribution payment date) when so surrendered for conversion, the Maturity Convertible Debenture must be accompanied by payment of an amount equal to the Distribution payable on such portion of such Security is prior to such Interest Payment Date)Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security Convertible Debenture which is converted, interest whose Stated Maturity Date is after the date of conversion of such Security 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 Securities 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 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 Capital CNF Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital CNF Common Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Convertible Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities Convertible Debentures or the holder of the Trust Preferred Securities so converted.
(d) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.06[1402] of the Indenture.
(e) In effecting the conversion transactions described in this SectionSection 7.2, the Conversion Agent is acting as agent of the holders of Trust Preferred Securities (in the exchange of Trust Preferred Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital CNF 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 Convertible Debentures held by or on behalf of 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 XIII VII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital CNF Common Stock and thereupon to deliver such shares of Capital CNF Common Stock in accordance with the provisions of this Article XIII VII and to deliver to the Trust a new Security Convertible Debenture 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 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 SecuritiesConvertible 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 Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Stock Common Shares should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities 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 Capital Stock Common 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 Securities Convertible Debentures held by the Trust (at an exchange rate of $27 1,000 principal amount of Securities Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Stock Common Shares of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, XII 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 Securities Convertible Debentures 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 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 Securities Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless Date. However, if a redemption date falls between a record date and the Maturity of such portion of such Security is prior 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 immediately preceding sentencefirst and second sentences of this paragraph, in the case of any Security Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Security 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 Securities 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 Capital Stock Common Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital Stock Common 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 Capital Stock Common 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Stock Common Shares into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsCompound Interest) accrued on such Securities Convertible Debentures at the time of such conversion.. 727411.13 38
(c) No fractional shares of Capital Stock Common 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 Securities or Preferred Securities, as the case may be, 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 Securities Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security 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 Security Convertible Debenture or Securities for Convertible Debentures in the aggregate principal amount equal to the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06thereof.
(e) In effecting the conversion transactions described in this SectionSection 12.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital StockCommon Shares), 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 Convertible Debentures held by or on behalf of 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 XII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital Stock Common Shares and thereupon to deliver such shares of Capital Stock Common Shares in accordance with the provisions of this Article XIII XII and to deliver to the Trust a new Security Convertible Debenture 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 Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Capital Trust)
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Debentures held by the Insignia Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 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 Securities Debentures 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date)converted. Except as otherwise provided in the immediately preceding sentenceSection 15.1, in the case of any Security Debenture which is converted, interest whose Stated Maturity payment date is after the date of conversion of such Security 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 Securities 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with this Section 3.0615.2.
(e) In effecting the conversion transactions described in this SectionSection 15.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures held by or on behalf of 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 XIII XV and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII XV and to deliver to the Insignia Trust a new Security Debenture 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 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 SecuritiesDebentures, the Holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Additional Interest and Additional SumsLiquidated Damages) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentures or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof cancellation of the Debenture converted in part in accordance with Section 3.063.5.
(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 SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures 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 13 and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII 13 and to deliver to the Trust a new Security Debenture 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 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. (a) In order to convert all or a portion of the Securities, 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 (each, a "Notice of Conversion Conversion") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Fleetwood Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Security Trust Securities for a portion of the Securities held by the Trust (at an exchange rate of $27 20 principal amount of Securities for each Preferred Trust Security) and (ii) to immediately convert such SecuritiesSecurities as soon as practicable, on behalf of such holder, into Capital Fleetwood Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Trust Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Trust Securities. .
(b) If a Notice of Conversion Security is delivered on or surrendered for conversion after the Regular Record 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 Securities 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 (unless payment date) when so surrendered for conversion, the Maturity Security need not be accompanied by payment of an amount in cash equal to the interest payable on such portion of such Security is prior to such Interest Payment Date)payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which that is converted, interest whose Stated Maturity is that would otherwise be due and payable after the date of conversion of such 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 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 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 Capital Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Fleetwood Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such 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 Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities or the holder of the Preferred Securities Trust Securities, as the case may be, so converted.
(de) 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 3.06cancellation thereof.
(ef) In effecting the conversion transactions described in this SectionSection 1302, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital Fleetwood 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 Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII Thirteen and (ii) to convert all or a portion of the Securities into Capital Fleetwood Common Stock and thereupon to deliver such shares of Capital Fleetwood Common Stock in accordance with the provisions of this Article XIII Thirteen 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 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 SecuritiesDebentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive Securitiesin certificate form, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company Corporation or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Debentures which shall be converted into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 10 principal amount of Securities Debentures for each Preferred Security) ), and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holderDebentureholder, into Capital Common Stock of the Company pursuant to this Article XIII IV and, if such Preferred Securities are in definitive certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company Corporation or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures into shares of Common Stock except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted converted, notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise 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 Regular Record Date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (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 Debentures (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 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 set forth above in this paragraph, in the case of any Security Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 13.02Debentureholder, the CompanyCorporation's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentureholder or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will shall be issued in the name of the Holder Debentureholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.9.
(e) In effecting the conversion transactions described in this SectionSection 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentureholders (in the conversion of Securities Debentures into Capital 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 Preferred Securities for Debentures 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 IV, and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII IV and to deliver to the Trust a new Security Debenture 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 Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstandingOutstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is on or after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.the
Appears in 1 contract
Sources: Indenture (Suiza Foods Corp)
Conversion Procedures. (a) In order to To convert all or a portion of the SecuritiesDebentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive Securitiesin certificate form, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Debentures which shall be converted into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 8.50 principal amount of Securities Debentures for each Preferred Security) ), and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holderDebentureholder, into Capital Common Stock of the Company pursuant to this Article XIII IV and, if such Preferred Securities are in definitive certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion Request is delivered on or after the Regular Record Date 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise 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 regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (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 Debentures (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 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 set forth above in this paragraph, in the case of any Security Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 13.02Debentureholder, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentureholder or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will shall be issued in the name of the Holder Debentureholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.9.
(e) In effecting the conversion transactions described in this SectionSection 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentureholders (in the conversion of Securities Debentures into Capital 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 Preferred Securities for Debentures 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 IV, and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII IV and to deliver to the Trust a new Security Debenture 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 Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (American Bank Inc)
Conversion Procedures. (a) In order to To convert all or a portion of the SecuritiesDebentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive Securitiesin certificate form, surrender to the Conversion Agent the Securities 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 Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Debentures which shall be converted into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 1,000 principal amount of Securities Debentures for each Preferred Security) ), and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holderDebentureholder, into Capital Common Stock of the Company pursuant to this Article XIII IV and, if such Preferred Securities are in definitive certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date Date, and (unless the Maturity of such portion of such Security is prior to such ii) during an Extended Interest Payment Date)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. Except as otherwise 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. Such interest shallbe 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 set forth above in this paragraph, in the case of any Security Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 The Company's ’s delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 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 DayPrice), and the Conversion Agent in turn will shall make such payment, if any, payment to the Holder of the Securities Debentureholder or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will shall be issued in the name of the Holder Debentureholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.10.
(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 SectionSection 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentureholders (in the conversion of Securities Debentures into Capital 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 Preferred Securities for Debentures 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 IV, and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII IV and to deliver to the Trust a new Security Debenture 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holderHolder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and 84 delivered to the Conversion Agent by a holder Holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any 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 whole number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder Holder of the 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 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 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Company Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Convertible Debentures held by the Trust (at an exchange rate of $27 principal 25 liquidation amount of Securities Convertible Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Company Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Security 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 Securities 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 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 Capital Company Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder of such Security Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 307 and the second paragraph of clause Clause (a) of Section 13.021302, the Company's delivery upon conversion of the whole fixed number of shares of Capital Company Common Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments, if any) accrued on such Securities Convertible Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Convertible Debentures or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.06305.
(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 SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital Company 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 Convertible Debentures 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 Thirteen and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital Company Common Stock and thereupon to deliver such shares of Capital Company Common Stock in accordance with the provisions of this Article XIII Thirteen and to deliver to the Trust a new Security Convertible Debenture 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 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 SecuritiesDebentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Debentures held by the Insignia Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 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 Securities Debentures 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity payment date is after the date of conversion of such Security 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 Securities 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with this Section 3.0615.2.
(e) In effecting the conversion transactions described in this SectionSection 15.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures held by or on behalf of 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 XIII XV and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII XV and to deliver to the Insignia Trust a new Security Debenture 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 Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Indenture (Insignia Financing I)
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 Securitiesclearing 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 setting forth the principal amount of Securities to be converted, together with the name Trust Deed) or names, if such other than the Holder, clearing system in which the shares of Capital Stock should be issued upon conversion and, if such Securities Bond(s) are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 Securities or Preferred Securitiesheld, as the case may be, were with a copy to Banque Generale du Luxembourg S.A. (the "Principal Paying and Conversion Agent") and the Trustee, or while the Bond(s) are in definitive form and not held in a clearing system), the Converting Bondholder is required to deliver to a Conversion Agent (as defined in the 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 surrendered completed and signed conversion notice, substantially in the form of Exhibit A attached hereto or such 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 made by such Converting Bondholder as referred to in the 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 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 Agent for conversion, or, if such day is not a Trading Day, on required to deliver to the next Trading Day, Company and the Depositary a copy of each duly completed and signed Bondholder Conversion Agent Notice(s) within one business day of receipt and due verification thereof in turn will make accordance with the Agency Agreement (the Depositary shall not incur any liability for any action or failure to act by a Conversion Agent);
(c) Upon receipt of a duly completed and signed Bondholder Conversion Notice, the Company shall issue or cause the issuance and deposit or cause the deposit of the requisite Conversion Shares with the Custodian. For such paymentpurposes, if anyindividual deposits of Conversion Shares shall be made for each Converting Bondholder. For each deposit, the Company shall deliver to the Holder Custodian a copy of the Securities or the holder of the Preferred Securities so converted.applicable duly completed and signed Bondholder Conversion Notice;
(d) In The Depositary shall procure that the event Custodian notifies the Depositary, upon the receipt by the Custodian of each deposit of Conversion Shares and corresponding Bondholder Conversion Notice, referencing the conversion of any Security in part only, a new Security or Securities for the unconverted portion thereof will be issued particulars set forth 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 Bondholder Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for Securities) Notice and as agent of the Holders of Securities (in the conversion of Securities into Capital Stock)adding "CB" or "Trustee", as the case may be, directing it be as a suffix to effect such conversion transactions. The Conversion Agent is hereby authorized (xthe deposit number to denote that the deposit(s) if the Trust exists, (i) to exchange Securities held by or on behalf of the Trust resulted from time to time for Preferred Securities in connection with the a 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.Bonds;
Appears in 1 contract
Sources: Deposit Agreement (Abb LTD)
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.the
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Class B Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Class B Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Class B Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 whole number of shares of Capital Class B Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 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 Capital 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 Capital Class B Common Stock and thereupon to deliver such shares of Capital 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 resulting unconverted principal amount and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (iiy) 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 Capital Class B Common Stock and thereupon to deliver such shares of Capital 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 convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with and the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to together with the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Trust Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 $ principal amount at of Securities Debentures for each Preferred Security$ of Liquidation Amount of Trust Securities) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Trust Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned Trust Securities to the Company or in blankConversion Agent. So long as any Preferred the Trust Securities are outstanding, the Trust Conversion Agent shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Trust Securities. If a Notice of Conversion is delivered on or after the 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Additional Interest and Additional Sums, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities or the holder of the Preferred Trust Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof cancellation of the Debenture converted in part in accordance with Section 3.063.5 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 Preferred Trust Securities (in the exchange of Preferred Trust Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures held by or on behalf of the Trust from time to time for Preferred Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust Property Trustee a new Security Debenture 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 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 SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Capital 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 Trust Preferred Security for a portion of the Securities Convertible Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Convertible Debentures for each Trust Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII VII and, if such Trust Preferred Securities are in definitive form, surrendering such Trust Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Preferred Securities are outstanding, the Trust shall not convert any Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. If a Notice Trust Preferred Security is surrendered for conversion after the close of Conversion 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 delivered 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 on or after the 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless Distribution payment date) when so surrendered for conversion, the Maturity Convertible Debenture must be accompanied by payment of an amount equal to the Distribution payable on such portion of such Security is prior to such Interest Payment Date)Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security Convertible Debenture which is converted, interest whose Stated Maturity Date is after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Convertible Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities Convertible Debentures or the holder of the Trust Preferred Securities so converted.
(d) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.061402 of the Indenture.
(e) In effecting the conversion transactions described in this SectionSection 7.2, the Conversion Agent is acting as agent of the holders of Trust Preferred Securities (in the exchange of Trust Preferred Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital 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 Convertible Debentures held by or on behalf of 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 XIII VII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII VII and to deliver to the Trust a new Security Convertible Debenture 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 Convertible Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Sources: First Supplemental Subordinated Indenture (Nuevo Energy Co)
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 ____ principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. [If a Notice of Conversion is delivered on or after the Regular Record Date 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 2.05(e) and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the whole number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 holder thereof upon the cancelation 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 holders of Securities (in the conversion of Securities into Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (iiy) 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 Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders 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 To convert all or a portion of the SecuritiesDebentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Notice conversion request between January 1 and March 31 of Conversion the year in which the conversion is to occur setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, and surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blankblank (the “Conversion Request”). In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Debentures which shall be converted into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 1,000 principal amount of Securities Debentures for each Preferred Security) ), and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holderDebentureholder, into Capital Common Stock of the Company pursuant to this Article XIII and, if ARTICLE IV and surrendering such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of Preferred Securities. If .
(b) Holders of Preferred Securities at the close of business on a Notice record date for payment of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will Distributions shall be entitled to receive the interest distribution payable on the subsequent Interest Payment Date such Preferred Securities on the portion of Securities to be converted corresponding distribution payment date notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date)Preferred Securities following the distribution record date. Except as otherwise provided set forth 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 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 Security Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 13.02Debentureholder, the Company's ’s delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities Debentures at the time of such conversion.
(ce) No fractional shares of Capital 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 Securities 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 Securities Debentureholder or the holder of the Preferred Securities so converted.
(d) . In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will shall be issued in the name of the Holder Debentureholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.9.
(ef) In effecting the conversion transactions described in this SectionSection 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentureholders (in the conversion of Securities Debentures into Capital 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 Preferred Securities for Debentures 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 ARTICLE IV, and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII ARTICLE IV and to deliver to the Trust a new Security Debenture 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 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 Securities, 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 (each, a "Notice of Conversion Conversion") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Fleetwood Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Security Trust Securities for a portion of the Securities held by the Trust (at an exchange rate of $27 22 principal amount of Securities for each Preferred Trust Security) and (ii) to immediately convert such SecuritiesSecurities as soon as practicable, on behalf of such holder, into Capital Fleetwood Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Trust Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Trust 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Additional Interest and Additional SumsLiquidated Damages) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities or the holder of the 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 1 contract
Sources: Indenture (Host Marriott Corp/Md)
Conversion Procedures. (a) In order to To convert all or a portion of the SecuritiesSecu- rities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 principal 50 liquidation amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holderHolder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered on or after the 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 such Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 307 or in this Section 13.021302, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments, if any) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 the Conversion Date for such 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 Securities or the holder of the 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 cancellation thereof in accordance with Section 3.06305.
(e) In effecting the conversion transactions described in this SectionSection , 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 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 amount.
(f) The Company shall at all times reserve and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with 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 accordance with this Article XIII the treasury of the Company (in lieu of the issuance of authorized and (ii) 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 convert all any preemptive or a portion other similar rights. Any shares of Common Stock issued upon conversion of the Securities into Capital Stock shall be duly authorized, validly issued, fully paid and thereupon to nonassessable. The Company shall deliver such the shares of Capital 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 accordance with a name other than that in which the provisions 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 this Article XIII and any such tax or has established to deliver to the satisfaction of the Company that such Holders a new Security or Securities for any resulting unconverted principal amounttax has been paid.
Appears in 1 contract
Sources: Indenture (Finova Finance Trust)
Conversion Procedures. (a) In order to To convert all or a portion of the SecuritiesDebentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive Securitiesin certificate form, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Debentures which shall be converted into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of [$27 __] principal amount of Securities Debentures for each Preferred Security) ), and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holderDebentureholder, into Capital Common Stock of the Company pursuant to this Article XIII IV and, if such Preferred Securities, are held by the Holder of Preferred Securities are in definitive form, certificate form surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion Request is delivered on or after the Regular Record Date 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise 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 regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (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 Debentures (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 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 set forth above in this paragraph, in the case of any Security Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 13.02Debentureholder, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentureholder or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will shall be issued in the name of the Holder Debentureholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.9.
(e) In effecting the conversion transactions described in this SectionSection 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentureholders (in the conversion of Securities Debentures into Capital 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 Preferred Securities for Debentures 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 IV, and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII IV and to deliver to the Trust a new Security Debenture 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 Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Conversion Agent Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "CONVERSION AGENT") an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof cancellation of the Debenture converted in part in accordance with Section 3.063.5.
(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 SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures 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 13 and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII 13 and to deliver to the Trust a new Security Debenture 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the series and principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities or Common Securities may exercise its right under the Declaration to convert such Preferred Securities or Common Securities into Capital 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 Preferred Security or Common Security for a portion of the Securities of the corresponding series held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security or Common Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities or Common Securities are in definitive form, surrendering such Preferred Securities or Common Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities or Common Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities or Common 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 Preferred Securities or Common 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities at the time of such conversion.
(cb) No fractional shares of Capital 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 Securities or Preferred Securities or Common 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 Securities or the holder of the Preferred Securities so converted.
(dc) In the event of the conversion of any Security in part only, a new Security or Securities of the same series for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.063.5.
(ed) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Securities and Common Securities (in the exchange of Preferred Securities or Common Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital 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 or Common Securities in connection with the conversion of such Preferred Securities or Common Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital 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 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 same series for any resulting unconverted principal amount.
(e) 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 3.5(b). 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 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 SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Sun Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Convertible Debentures held by the Trust (at an exchange rate of $27 principal 25 liquidation amount of Securities Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Sun Common Stock of the Company pursuant to this Article XIII 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 Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.of
Appears in 1 contract
Sources: Indenture (Sun Healthcare Group Inc)
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 whole number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 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 Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 (iiy) 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 SecuritiesDebentures, the Holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent"), an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Company Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Company Common Stock of the Company pursuant to this Article XIII 13 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity Interest Payment Date is on or after the date of conversion of such Security 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 Securities 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Company Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof cancellation of the Debenture converted in part in accordance with Section 3.063.5.
(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 SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital Company 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 Debentures 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 this
(f) The Company shall at all times reserve and (ii) to convert all or a portion keep available out of the Securities into Capital Stock its authorized 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 unissued Company Common Stock, solely 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 issuance upon the conversion of the Debentures, such Securities 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 accordance with this Article XIII and (ii) to convert all or a portion the treasury of the Securities into Capital Stock Company (in lieu of the issuance of authorized and thereupon to deliver such unissued shares of Capital 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 accordance with a name other than that in which the provisions 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 this Article XIII and any such tax, or has established to deliver to the satisfaction of the Conversion Agent that such Holders a new Security or Securities for any resulting unconverted principal amounttax 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 Debt Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable Notice notice of Conversion conversion setting forth the principal amount of Debt Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, and surrender to the Conversion Agent the Debt Securities to be converted, duly endorsed or assigned to the Company Corporation or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Trust Security for a portion of the Debt Securities held by the Trust (at an exchange rate of $27 principal 100 liquidation amount of Debt Securities for each Preferred Trust Security) and (ii) to immediately convert such Debt Securities, on behalf of such holder, into Capital Common Stock of the Company Corporation pursuant to this Article XIII and, if such Preferred Securities are in definitive form, and surrendering such Preferred Trust Securities, duly endorsed or assigned to the Company Corporation or in blank. So long as any Preferred Trust Securities are outstanding, the Trust shall not convert any Debt Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Trust Securities. If a Notice In the case of Conversion any Debt Security which is delivered on or converted after the Regular any Record Date and on or prior to the subsequent next succeeding Interest Payment Date, the Holder will be entitled to receive the interest payable whose Stated Maturity is on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to 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). Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is convertedthis section, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 Securities Conversation Date (or Preferred Securities, as the case may be, were duly surrendered to the Conversion Agent for conversion, 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 Debt Securities or the holder of the Preferred Trust Securities so converted.
(dc) 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 holder thereof upon the cancelation thereof in accordance with Section 3.06cancellation thereof.
(ed) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for Debt Securities) and as agent of the Holders holders of Debt Securities (in the conversion of Debt Securities into Capital 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 Debt Securities held by or on behalf of the Trust from time to time for Preferred Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII and (ii) to convert all or a portion of the Debt Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust Property Trustee a new Debt 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 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 Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Capital Securities may exercise its right under the Declaration to convert exchange such Preferred Capital Securities into Capital 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 Preferred Capital Security for a portion of the Securities held by the NYB Trust (at an exchange rate of $27 25 principal amount of Securities for each Preferred Capital Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII XVII and, if such Preferred Capital Securities are in definitive form, surrendering such Preferred Capital Securities, duly 67 endorsed or assigned to the Company or in blank. So long as any Preferred Capital Securities are outstanding, the NYB Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of 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 Regular Record Date and prior to the subsequent record date 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of Securities following such Security is record date but on or prior to such Interest Payment Date). Except as otherwise 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 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 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 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 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 person who was the 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 set forth above in this paragraph, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder 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 13.0217.2(a), the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred 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 Securities or the holder of the 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 holder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.7.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Capital Securities (in the exchange of Preferred Capital Securities for Securities) and as agent of the Holders holders of Securities (in the conversion of Securities into Capital 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 Capital Securities for Securities held by or on behalf of the NYB Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Capital Securities in accordance with this Article XIII XVII and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII XVII and to deliver to the NYB 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 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Securities, 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 (each, a "Notice of Conversion Conversion") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Fleetwood Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Security Trust Securities for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Trust Security) and (ii) to immediately convert such SecuritiesSecurities as soon as practicable, on behalf of such holder, into Capital Fleetwood Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Trust Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Trust Securities. .
(b) If a Notice of Conversion Security is delivered on or surrendered for conversion after the Regular Record 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 Securities 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 (unless payment date) when so surrendered for conversion, the Maturity Security need not be accompanied by payment of an amount in cash equal to the interest payable on such portion of such Security is prior to such Interest Payment Date)payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which that is converted, interest whose Stated Maturity is that would otherwise be due and payable after the date of conversion of such 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 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 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 Capital Fleetwood Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Fleetwood Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such 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 Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities or the holder of the Preferred Securities Trust Securities, as the case may be, so converted.
(de) 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 3.06cancellation thereof.
(ef) In effecting the conversion transactions described in this SectionSection 1302, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital Fleetwood 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 Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII Thirteen and (ii) to convert all or a portion of the Securities into Capital ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock and thereupon to deliver such shares of Capital Fleetwood Common Stock in accordance with the provisions of this Article XIII Thirteen 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable notice in the form of Exhibit B attached to this Indenture (each, a "Notice of Conversion Request") setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration related Trust Agreement to convert exchange such Preferred Trust Securities for Securities which will be converted into Capital 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 Preferred Security Trust Securities for a portion of the Securities held by the related Guaranty Capital Trust (at an exchange rate of $27 25.00 principal amount of Securities for each Preferred Trust Security) and (ii) immediately to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII XIV and, if such Preferred Trust Securities are in definitive form, surrendering such Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Trust Securities are outstanding, the no Guaranty Capital Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of 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 Regular Record Date and prior to the subsequent record date 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of Securities following such Security is record date but on or prior to such Interest Payment Date). Except as otherwise 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 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 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 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 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 person who was the Holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (Richmond, Virginia time) on such record date. Except as otherwise set forth above in this paragraph, in the case of any Security which that is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 13.0214.02(a), the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Additional Interest and Additional Sums, if any) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred 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 Securities or the holder of the 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 cancelation thereof in accordance with Section 3.06cancellation thereof.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for Securities) and as agent of the Holders of Securities (in the conversion of Securities into Capital 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 Trust Securities for Securities held by or on behalf of the related Guaranty Capital Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII XIV and (ii) to convert all or a portion of the such Securities into Capital Common Stock and thereupon to deliver such shares of Capital 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 Capital Stock and thereupon to deliver such shares of Capital Stock in accordance with the provisions of this Article XIII XIV and to deliver to such Holders 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. (ai) In order to convert all or a portion of the SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Convertible Debentures held by the Trust (at an exchange rate of $27 __ principal amount of Securities Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 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 Securities Convertible Debentures 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Convertible Debenture which is converted, interest whose Stated [Scheduled Maturity] [Maturity Date] is after the date of conversion of such Security 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 Securities 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Convertible Debentures at the time of such conversion.
(ciii) No fractional shares of Capital 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 Securities 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 Securities Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(div) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof [in accordance with Section 3.06___ of the Indenture].
(ev) 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 SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital 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 Convertible Debentures held by or on behalf of 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 Seven and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII Seven and to deliver to the Trust a new Security Convertible Debenture 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holderHolder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder Holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the other than any Security whose Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder Holder of the 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 cancellation thereof in accordance with Section 3.063.10.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders 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 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 ____ principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. [If a Notice of Conversion is delivered on or after the Regular Record Date 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 2.05(e) and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the whole number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 holder thereof upon the cancelation 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 holders of Securities (in the conversion of Securities into Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (iiy) 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 Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders holders a new Security or Securities for any resulting unconverted principal amount.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Spinnaker Exploration Co)
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 cancellation thereof in accordance with Section 3.06305.
(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 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 Thirteen and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII Thirteen and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount and amount.
(yf) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with the 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 accordance 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 this Article XIII and (ii) a request 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 Company to deliver to such Holders a new Security or Conversion Agent certificates for such Common Stock, written notice that the Securities delivered for any resulting unconverted principal amountconversion 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 Securities, the 87 82 Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion together, if the Security is in certificated form with such certificated security, setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such 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 Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holderholder, in which the -53- shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 ____ principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. [If a Notice of Conversion is delivered on or after the Regular Record Date 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 2.05(e) and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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 1 contract
Sources: Junior Subordinated Indenture (Newfield Exploration Co /De/)
Conversion Procedures. (a) In order to convert all or a portion of the Securities, Convertible 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 (each, a "Notice of Conversion Conversion") setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital CNF Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities Con- vertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Security Trust Securities for a portion of the Securities Convertible Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Convertible Debentures for each Preferred Trust Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital CNF Common Stock of the Company pursuant to this Article XIII VII and, if such Preferred Trust Securities are in definitive form, surrendering to the Conversion Agent such Preferred Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Trust Securities are outstanding, the Trust shall not convert any Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Trust Securities. If a Notice of Conversion Convertible Debenture is delivered on or surrendered for conversion after the Regular Record 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 Securities to be converted notwithstanding the conversion thereof a Convertible Debenture called for redemption on a Redemption Date occurring after such record date and on or prior to such Interest Payment Date (unless payment date) when so surrendered for conversion, the Maturity Convertible Debenture must be accompanied by payment of an amount in cash equal to the interest payable on such portion of such Security is prior to such Interest Payment Date)payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security Convertible Debenture which is converted, interest whose Stated Maturity is which would otherwise be due and payable after the date of conversion of such Security 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 Securities 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 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 Capital CNF Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital CNF Common Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Convertible Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities Convertible Debentures or the holder of the Preferred Securities Trust Securities, as the case may be, so converted.
(d) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06cancellation thereof.
(e) In effecting the conversion transactions described in this SectionSection 7.2, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital CNF 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 Convertible Debentures held by or on behalf of the Trust from time to time for Preferred Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII VII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital CNF Common Stock and thereupon to deliver such shares of Capital CNF Common Stock in accordance with the provisions of this Article XIII VII and to deliver to the Trust Person entitled thereto a new Security Convertible Debenture 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 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 SecuritiesSeries A Notes into Company Common Stock or cash, as the case may be, the Holder thereof shall deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent"), an irrevocable Notice of Conversion setting forth the principal amount of Securities Series A Notes to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Company Common Stock or cash, as the case may be, should be issued upon conversion and, if such Securities Series A Notes are definitive SecuritiesSeries A Notes, surrender to the Conversion Agent the Securities Series A Notes to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital Company Common Stock or cash, as the case may be, 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 Preferred Security Securities for a portion of the Securities Series A Notes held by the Trust (at an exchange rate of $27 50 principal amount of Securities Series A Notes for each Preferred Security) and (ii) to immediately (unless the Spin-Off has not yet occurred, in which case within the time specified in Section 202) convert such SecuritiesSeries A Notes, on behalf of such holder, into Capital Company Common Stock of or cash, as the Company case may be, pursuant to this Article XIII 2 and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Series A Notes except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Series A Notes to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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 1 contract
Conversion Procedures. (a) In order to To convert all or a portion of the Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Capital Securities may exercise its right under the Declaration to convert exchange such Preferred Capital Securities into Capital 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 Preferred Capital Security for a portion of the Securities held by the LFC Trust (at an exchange rate of $27 __ principal amount of Securities for each Preferred Capital Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII XVII and, if such Preferred Capital Securities are in definitive form, surrendering such Preferred Capital Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Capital Securities are outstanding, the LFC Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of 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 Regular Record Date and prior to the subsequent record date 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of Securities following such Security is record date but on or prior to such Interest Payment Date). Except as otherwise 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 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 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 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 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 person who was the holder of such Securities (or one or more predecessor Securities) at 5:00 p.m. (Eastern time) on such record date. Except as otherwise set forth above in this paragraph, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder 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 13.0217.2(a), the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred 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 Securities or the holder of the 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 holder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.7.
(e) In effecting the conversion transactions described in this Section, the Conversion Agent is acting as agent of the holders of Preferred Capital Securities (in the exchange of Preferred Capital Securities for Securities) and as agent of the Holders holders of Securities (in the conversion of Securities into Capital 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 Capital Securities for Securities held by or on behalf of the LFC Trust from time to time for Preferred Securities in connection with the conversion of such Preferred Capital Securities in accordance with this Article XIII XVII and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII XVII and to deliver to the LFC 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.
(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.
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Conversion Procedures. (a) In order to To convert all or a portion of the SecuritiesDebentures, the Holder Debentureholder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive Securitiesin certificate form, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Debentures which shall be converted into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 [__] principal amount of Securities Debentures for each Preferred Security) ), and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holderDebentureholder, into Capital Common Stock of the Company pursuant to this Article XIII IV and, if such Preferred Securities are in definitive certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion Request is delivered on or after the Regular Record Date 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise 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 regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (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 Debentures (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 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 set forth above in this paragraph, in the case of any Security Debenture which is converted, interest whose Stated Maturity which is payable after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Capital 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) 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 13.02Debentureholder, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentureholder or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will shall be issued in the name of the Holder Debentureholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.9.
(e) In effecting the conversion transactions described in this SectionSection 4.2, the Conversion Agent is acting as agent of the holders of Preferred Securities (in the exchange of Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentureholders (in the conversion of Securities Debentures into Capital 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 Preferred Securities for Debentures 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 IV, and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII IV and to deliver to the Trust a new Security Debenture 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 Debentures for any resulting unconverted principal amount.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Debentures held by the Trust (at an exchange rate of $27 50.00 in aggregate principal amount of Securities Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article 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 Securities Debentures 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding 82 75 sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Security 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 Securities 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder of such Security Debenture or any Predecessor Security Debenture to receive interest as provided in the last paragraph of Section 3.08 3.07 and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments, if any) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.063.05.
(e) In effecting the conversion transactions described in this SectionSection 13.02, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures held by or on behalf of 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 Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII and to deliver to the Trust a new Security Debenture 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 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 SecuritiesConvertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable Notice notice of election to convert ("Conversion Notice") setting forth the principal amount of Securities 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 Capital Steel Stock should be issued upon conversion andconversion, (ii) if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities 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 Preferred Trust Securities may exercise its right under the Declaration to convert such Preferred Trust Securities into Capital 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 Preferred Security Trust Securities for a portion of the Securities Convertible Debentures held by the Trust (at an exchange rate of $27 1 of principal amount of Securities Convertible Debentures for each Preferred Security$1 liquidation amount of Trust Securities) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Steel Stock of the Company pursuant to this Article XIII VII and, if such 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 Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and conversion request delivered to the Conversion Agent by a holder of Preferred Trust 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date .
(unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 Securities 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 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 Capital Steel Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Steel Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and any Additional SumsInterest) accrued on such Securities Convertible Debentures at the time of such conversion.
(cd) No fractional shares or scrip representing fractions of Capital 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 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, in cash (and the Conversion Agent in turn will make pay such payment, if any, cash amount to the Holder of the Securities such Convertible Debentures or the holder of the 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.
(de) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.8 of the Base Indenture.
(ef) In effecting the conversion transactions described in this SectionSection 7.2, the Conversion Agent is acting as agent of the holders of Preferred Trust Securities (in the exchange of Preferred Trust Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital Steel 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 Convertible Debentures held by or on behalf of the Trust from time to time for Preferred Trust Securities in connection with the conversion of such Preferred Trust Securities in accordance with this Article XIII VII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital Steel Stock and thereupon there upon to deliver such shares of Capital Steel Stock in accordance with the provisions of this Article XIII VII and to deliver to the Trust a new Security Convertible Debenture 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 Convertible 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder Holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 principal 50 liquidation amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holderHolder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. - 91 - 102 If a Notice of Conversion is delivered on or after the 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. If 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 any) to the most recent Interest Payment Date (unless prior to the Maturity date of such portion 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 Security is prior 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 redemption date 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 immediately preceding sentencethis paragraph, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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 1 contract
Sources: Indenture (Finova Finance Trust)
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities Convertible Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Capital 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 Trust Preferred Security for a portion of the Securities Convertible Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Convertible Debentures for each Trust Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII VII and, if such Trust Preferred Securities are in definitive form, surrendering such Trust Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Preferred Securities are outstanding, the Trust shall not convert any Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. If a Notice Trust Preferred Security is surrendered for conversion after the close of Conversion 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 delivered 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 on or after the 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless Distribution payment date) when so surrendered for conversion, the Maturity Convertible Debenture must be accompanied by payment of an amount equal to the Distribution payable on such portion of such Security is prior to such Interest Payment Date)Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security Convertible Debenture which is converted, interest whose Stated Maturity Date is after the date of conversion of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Convertible Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities Convertible Debentures or the holder of the Trust Preferred Securities so converted.
(d) In the event of the conversion of any Security Convertible Debenture in part only, a new Security Convertible Debenture or Securities Convertible Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.061402 of the Indenture.
(e) In effecting the conversion transactions described in this SectionSection 7.2, the Conversion Agent is acting as agent of the holders of Trust Preferred Securities (in the exchange of Trust Preferred Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital 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 Convertible Debentures held by or on behalf of 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 XIII VII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII VII and to deliver to the Trust a new Security Convertible Debenture 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 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 SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Convertible Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII 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 Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.of
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Class A Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Class A Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 whole number of shares of Capital Class A Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 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 Capital 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 Capital Class A Common Stock and thereupon to deliver such shares of Capital 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 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 (iiy) 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 Capital Class A Common Stock and thereupon to deliver such shares of Capital 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 SecuritiesDebentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 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 Securities Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security Debenture which is converted, interest whose Stated Maturity is after the date of conversion Conversion Date (as defined below) of such Security 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 Securities 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsInterest) accrued on such Securities Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities 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 Securities Debentures or the holder of the Preferred Securities so converted.
(d) In the event of the conversion of any Security Debenture in part only, a new Security Debenture or Securities Debentures for the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation cancellation thereof in accordance with Section 3.06305.
(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 SecuritiesDebentures) and as agent of the Holders of Securities Debentures (in the conversion of Securities Debentures into Capital 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 Debentures 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 Thirteen and (ii) to convert all or a portion of the Securities Debentures into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII Thirteen and to deliver to the Trust a new Security Debenture 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 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 SecuritiesConvertible Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Convertible Debentures are definitive SecuritiesConvertible Debentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Convertible Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Convertible Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesConvertible Debentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article 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 Securities Convertible Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.of
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesDebentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities Debentures are definitive SecuritiesDebentures, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Debentures held by the Trust (at an exchange rate of $27 50 principal amount of Securities Debentures for each Convertible Preferred Security) and (ii) to immediately convert such SecuritiesDebentures, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII XV 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 Securities Debentures except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.of
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the SecuritiesConvertible 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 Securities Convertible Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Class A Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities 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 Capital 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 Securities Convertible Debentures held by the Trust (at an exchange rate of $27 1,000 principal amount of Securities 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 SecuritiesConvertible Debentures, on behalf of such holder, into Capital shares of Class A Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, XII 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 Securities Convertible Debentures 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 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 Securities Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless Date. However, if a redemption date falls between a record date and the Maturity of such portion of such Security is prior 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 immediately preceding sentencefirst and second sentences of this paragraph, in the case of any Security Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Security 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 Securities 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 Capital shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) 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 The Company's delivery upon conversion of the whole fixed number of shares of Capital Class A Common Stock into which the Securities 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 Securities Convertible Debentures so converted and any unpaid interest (including Compounded Interest and Additional SumsCompound Interest) accrued on such Securities Convertible Debentures at the time of such conversion.
(c) No fractional shares of Capital 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 Securities or Preferred Securities, as the case may be, 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 Securities Convertible Debentures or the holder of the Convertible Preferred Securities so converted.
(d) In the event of the conversion of any Security 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 Security Convertible Debenture or Securities for Convertible Debentures in the aggregate principal amount equal to the unconverted portion thereof will be issued in the name of the Holder thereof upon the cancelation thereof in accordance with Section 3.06thereof.
(e) In effecting the conversion transactions described in this SectionSection 12.2, the Conversion Agent is acting as agent of the holders of Convertible Preferred Securities (in the exchange of Convertible Preferred Securities for SecuritiesConvertible Debentures) and as agent of the Holders of Securities Convertible Debentures (in the conversion of Securities Convertible Debentures into Capital shares of 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 Convertible Debentures held by or on behalf of 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 XII and (ii) to convert all or a portion of the Securities Convertible Debentures into Capital shares of Class A Common Stock and thereupon to deliver such shares of Capital Class A Common Stock in accordance with the provisions of this Article XIII XII and to deliver to the Trust a new Security Convertible Debenture 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 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 Securities, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 principal 50 liquidation amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII Thirteen and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of 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 will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 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) 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 whole number of shares of Capital Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of 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 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 Securities or the holder of the 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.the
Appears in 1 contract
Sources: Indenture (Designer Holdings LTD)
Conversion Procedures. (a) In order to To convert all or a portion of the Securities, the Holder Securityholder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion Request setting forth the principal amount of Securities to be converted, together with the name or names, if other than the HolderSecurityholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securitiesin certificate form, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company Corporation or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Preferred Securities for Securities which shall be converted into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 50 principal amount of Securities for each Preferred Security) ), and (ii) to immediately convert such Securities, on behalf of such holderSecurityholder, into Capital Common Stock of the Company pursuant to this Article XIII XVII and, if such Preferred Securities are in definitive certificate form, surrendering such Preferred Securities, duly endorsed or assigned to the Company Corporation or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities into shares of Common Stock except pursuant to a Notice of Conversion duly executed and Request delivered to the Conversion Agent by a holder of Preferred Securities. If a Notice of Conversion is delivered Except as described in this paragraph, no distribution will be payable on or after the Regular Record Securities surrendered for conversion with respect to any Interest Payment Date and prior subsequent to the subsequent date of conversion and neither the Trust nor the Corporation shall make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid Interest, whether or not in arrears, on Securities surrendered for conversion. If any Securities are surrendered for conversion between the period from 5:00 p.m., New York, New York time, on any record date through and including the related Interest Payment Date, the Holder will Securities surrendered for conversion must be accompanied by payment from the Securityholder in next day funds of an amount equal to the Interest payment which the registered holder on such record date is to receive, and such Securityholder shall be entitled to receive the interest Interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted converted, notwithstanding the conversion thereof prior to such Interest Payment Date. The previous sentence shall not apply in the case of Securities called for redemption on a Redemption Date between a record date and a related Interest Payment Date and in the case of any Securities surrendered for conversion after such Securities have been called for redemption during an Extended Interest Payment Period as described in the next sentence. If notice of redemption of Securities is mailed or otherwise given to Securityholders, then, if any Securityholder converts any Securities into Common Stock on any date on or after the date on which such notice of redemption 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 Securityholder shall be entitled to receive either (unless i) if the Maturity date of such portion of conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid Interest on such Security is prior Securities 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 to the most recent Interest Payment Date prior to the date of such conversion (even though no Interest was paid on such date), which Interest shall, in either such case, be paid to such converting Securityholder unless another Securityholder was the record owner of such Securities as of 5:00 p.m., New York, New York time on the record date for which such Interest payment is made, in which case such Interest payment shall be paid to such other Securityholder. Except as otherwise provided set forth above in the immediately preceding sentencethis paragraph, in the case of any Security which is converted, interest whose Stated Maturity Interest which is payable after the date of conversion of such 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 Interest on the 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 Securityholder) 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 5:00 p.m., New York, New York time, on the day Business Day on which the Notice of Conversion was Request and any other required deliveries were received (the "Conversion Date") by the Conversion Agent from the Holder Securityholder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the DeclarationTrust Agreement, as the case may be. The Person person or Persons persons entitled to receive the Capital Common Stock issuable upon such conversion shall be treated for all purposes as the a record holder or holders of such Capital 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 Securityholder in the Notice of ConversionConversion Request, a certificate or certificates for the number of full shares of Capital 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 each person or Personspersons.
(b) 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 13.02Securityholder, the CompanyCorporation's delivery upon conversion of the whole fixed number of shares of Capital Common Stock into which the Securities 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional Sums) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 of such fractional interest on the date on which the 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 shall make such payment, if any, to the Holder of the Securities Securityholder or the holder of the 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 shall be issued in the name of the Holder Securityholder thereof upon the cancelation cancellation thereof in accordance with Section 3.062.9.
(e) In effecting the conversion transactions described in this SectionSection 17.2, 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 Securityholders (in the conversion of Securities into Capital 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 Preferred Securities for 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 XVII, and (ii) to convert all or a portion of the Securities into Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII XVII and to deliver to the Trust a new Security or Securities for any resulting unconverted principal amount amount.
(f) Any certificates representing shares of Common Stock issuable upon conversion of the Securities shall bear any legend required by Section 2.6.
(g) The Corporation shall at all times reserve and (y) if the Trust no longer exists (i) to exchange Securities held by the Holders in connection with 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 Corporation shall be entitled to deliver upon conversion of Securities, shares of Common Stock reacquired and held in accordance with this Article XIII the treasury of the Corporation (in lieu of the issuance of authorized and (ii) to convert unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or a portion encumbrances. Any shares of Common Stock issued upon conversion of the Securities into Capital Stock shall be duly authorized, validly issued and thereupon to fully paid and nonassessable. The Debenture Trustee shall deliver such the shares of Capital Common Stock in accordance with received upon conversion of the provisions Securities to the converting Securityholder free and clear of this Article XIII all liens, charges, security interests and to deliver to such Holders a new Security or Securities encumbrances, except for any resulting unconverted principal amountUnited States withholding taxes.
Appears in 1 contract
Conversion Procedures. (a) In order to convert all or a portion of the Securities, the Holder holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Securities to be converted, together with the name or names, if other than the Holderholder, in which the shares of Capital Common Stock should be issued upon conversion and, if such Securities are definitive Securities, surrender to the Conversion Agent the Securities to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Preferred Securities into Capital 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 Preferred Security for a portion of the Securities held by the Trust (at an exchange rate of $27 ____ principal amount of Securities for each Preferred Security) and (ii) to immediately convert such Securities, on behalf of such holder, into Capital Common Stock of the Company pursuant to this Article XIII and, if such Preferred Securities are in definitive form, surrendering such Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Preferred Securities are outstanding, the Trust shall not convert any Securities except pursuant to a Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Preferred Securities. [If a Notice of Conversion is delivered on or after the Regular Record Date 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 Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date (unless the Maturity of such portion of such Security is prior to such Interest Payment Date). Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity due date is after the date of conversion of such 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 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 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 Capital Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Capital 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 Capital 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) Subject to any right of the Holder holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.08 2.05(e) and the second paragraph of clause (a) of Section 13.02, the Company's delivery upon conversion of the whole number of shares of Capital Common Stock into which the 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 Securities so converted and any unpaid interest (including Compounded Interest and Additional SumsPayments) accrued on such Securities at the time of such conversion.
(c) No fractional shares of Capital 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 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 Securities or the holder of the 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 holder thereof upon the cancelation 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 holders of Securities (in the conversion of Securities into Capital 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 Capital Common Stock and thereupon to deliver such shares of Capital 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 holders and not converted in connection with the conversion of such Securities in accordance with this Article XIII and (iiy) 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 Capital Common Stock and thereupon to deliver such shares of Capital Common Stock in accordance with the provisions of this Article XIII and to deliver to such Holders 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)