Conversion Upon Specified Corporate Events Clause Samples

Conversion Upon Specified Corporate Events. Prior to the Close of Business on the Business Day immediately preceding January 1, 2016, if the Company elects to distribute to all Holders of Common Stock: (A) rights or warrants entitling them to subscribe for or purchase, for a period of not more than 60 days from the issuance date for such distribution, Common Stock at a price per share less than the Last Reported Sale Price of Common Stock on the Trading Day immediately preceding the declaration date of such distribution, or (B) assets, debt securities (or other evidence of indebtedness) or rights to purchase securities of the Company, which distribution (excluding for this purposes a distribution required to avoid the imposition of tax on undistributed income) has a per share value, as determined by the Board of Directors, exceeding 10% of the Last Reported Sale Price of Common Stock on the Trading Day immediately preceding the declaration date of such distribution, the Company shall notify the Holders at least 10 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, Holders may surrender their Notes for conversion pursuant to this Section 10.01(a)(iii) at any time until the earlier of (1) the Close of Business on the Business Day prior to such Ex-Dividend Date and (2) an announcement by the Company that such distribution will not take place. A Holder may not convert any of its Notes pursuant to this Section 10.01(a)(iii) if the Holder of the Notes participates at the same time and upon the same terms as holders of Common Stock and, as a result of holding the Notes, without having to convert its Notes, as if it held a number of shares of Common Stock equal to the applicable Conversion Rate multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. If a Fundamental Change or a Non-Stock Change of Control occurs or if the Company is a party to a consolidation, merger or binding share exchange, pursuant to which Common Stock would be converted into cash, securities or other assets, or sale, conveyance, transfer or lease of all or substantially all of the Company’s assets, the Notes may be surrendered for conversion at any time from or after the effective date of the transaction until the earlier of (1)(x) 35 Business Days after the effective date of such transaction or, (y) if such transaction also constitutes a Fundamental Change, until the Fundamental Change Repurchase Date and (2) the Company’s announcement ...