Conversion Securities Clause Samples

Conversion Securities. The equity securities issuable upon conversion of the Notes and the exercise of the Warrant, when issued in compliance with the provisions of the Notes (assuming the holder of the Notes converts this Notes into equity securities) or the Warrant, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances created by Company.

Conversion Securities. The Conversion Securities, when issued in accordance with the Terms and Conditions of the Bonds, shall be duly and validly issued, non-assessable and fully paid, and shall be free of any preemptive or similar rights or any Lien. Subject to the accuracy of the representations and warranties of the Investors in this Agreement and their compliance with the agreements set forth herein, the offer and issuance by the Company of the Bonds and the Conversion Securities issuable upon conversion thereof is exempt from registration under the Securities Act.

Conversion Securities. The shares of common stock of Wolfspeed issuable upon conversion of the New 2L Convertible Notes in accordance with the terms of the Restructuring Support Agreement have been or, not later than the Plan Effective Date, will be, duly authorized and reserved for issuance upon conversion of the New 2L Convertible Notes, and, when issued upon conversion of the New 2L Convertible Notes in accordance with the terms of the Indenture and the New 2L Convertible Notes, will be validly issued, fully paid and non-assessable, and the issuance of such conversion shares will not be subject to any preemptive or similar rights.

Conversion Securities. Upon issuance of the Securities in accordance with this Agreement and the Certificate of Designation, the Securities will be convertible into the Conversion Securities in accordance with the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designation; a number of Conversion Securities (the “Initial Reserved Securities”) equal to the product of (A) the initial maximum conversion rate for the Mandatory Convertible Preferred Stock set forth the Certificate of Designation and (B) the aggregate number of Securities has been and will be duly authorized and reserved for issuance by all necessary corporate action of the Company; all Conversion Securities, when issued upon such conversion or delivery (as the case may be) in accordance with the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designation, will be duly authorized, validly issued, fully paid and nonassessable, will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and will not be subject to any preemptive or similar rights.

Conversion Securities. The Company will reserve for future issuance a requisite number of shares of Conversion Securities in respect of the Placement Securities then outstanding.

Conversion Securities. The Company shall submit a proposal to its stockholders to amend the Company’s certificate of incorporation to increase the total authorized number of shares of Common Stock from 100,000,000 to 200,000,000 at the Company’s 2023 annual meeting of stockholders (the “Charter Amendment”). The Board has recommended and will recommend that the Company’s stockholders vote in favor of the Charter Amendment at the Company’s 2023 annual meeting of stockholders. The Company covenants and agrees that (i) if the Charter Amendment is not approved at the Company’s 2023 annual meeting of stockholders, the Company shall submit the Charter Amendment or, in its stead, an amendment to the Company’s certificate of incorporation providing for the authorization of at least an additional number of shares of Common Stock sufficient to issue shares of Common Stock equal to the Exchange Cap (as such term is defined in the General Disclosure Package), for approval at each of its subsequent annual meetings until so approved and (ii) promptly following the approval of the Charter Amendment (or such other amendment specified in clause (i) of this sentence), the Company shall reserve for future issuance a requisite number of shares of Common Stock issuable upon conversion of the Offered Securities then outstanding. Upon stockholder approval of the Charter Amendment (or stockholder approval of such other amendment as described in the immediately preceding sentence) and the filing by the Company of an amendment to the Company’s certificate of incorporation to reflect such amendment, the Common Stock so issuable upon conversion of the Offered Securities then outstanding will be duly authorized and, when issued upon conversion and surrender of the Offered Securities in accordance with the Certificate of Designations, will be validly issued, fully paid and nonassessable.

Conversion Securities. The securities issuable upon conversion of this Note pursuant to this Article 2 are referred to herein as the "Conversion Securities."

Conversion Securities. Upon issuance of the Securities in accordance with this Agreement and the Certificate of Designations, the Securities will be convertible into the Conversion Securities in accordance with the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designations; a number of Conversion Securities (the “Maximum Number of Conversion Securities”) equal to the sum of (x) the product of (i) the actual number of Securities issued and sold hereunder, and (ii) the initial Maximum Conversion Rate (as such term is defined in the Pricing Disclosure Package) and (y) the product of (i) the actual number of Securities issued and sold hereunder, and (ii) the maximum number of shares of Common Stock that would be added to the Conversion Rate (as such term is defined in the Pricing Disclosure Package) assuming (A) the Issuer paid no dividends on the Securities prior to the Mandatory Conversion Date (as such term is defined in the Pricing Disclosure Package); (B) the Floor Price (as such term is defined in the Pricing Disclosure Package) is greater than 97% of the relevant Average Price (as such term is defined in the Pricing Disclosure Package); and (C) no adjustments are made to the Floor Price before the Mandatory Conversion Date pursuant to the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designations, has been duly authorized and, upon issuance of such Securities pursuant hereto, will be reserved for issuance by all necessary corporate action of the Issuer; all Conversion Securities, when issued upon such conversion or delivery (as the case may be) in accordance with the terms of the Mandatory Convertible Preferred Stock set forth in the Certificate of Designations, will be duly authorized, validly issued, fully paid and nonassessable, will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and will not be subject to any preemptive or similar rights under the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporation or any agreement to which the Issuer is a party.