Optional Conversion or Redemption Upon Call by the Company Clause Samples

Optional Conversion or Redemption Upon Call by the Company. The Company may, at its option, call the Convertible Notes, either in whole or in part on a pro-rata basis: (i) at any time prior to the maturity of the Convertible Notes and after August 31, 2003; or (ii) at any time, whether prior to or after August 31, 2003 (providing, however, with respect to this clause (ii) only, the Company may call the Convertible Notes only if: (A) the Closing Price of the Company's Common Stock shall be equal to or in excess of $9.00 per share for at least 10 consecutive trading days; and (B) in the event of a conversion pursuant to such call, the holders of the Convertible Notes shall be entitled to receive registered shares of the Company's Common Stock). In the event of a call by the Company pursuant to this Section 12.1, the holders, at their option, may require the Company to convert their Convertible Notes (into fully paid and nonassessable shares of the Company's Common Stock) at the Conversion Price (the "Holders Option").
View SourceView Similar (2)
Optional Conversion or Redemption Upon Call by the Company. The Company may, at its option, call the Convertible Debentures, either in whole or in part on a pro-rata basis: (i) at any time on or after February 28, 1998 and prior August 31, 1998 if the average of the Closing Prices of the Company's Common Stock for at least 15 consecutive trading days prior to the Call Date shall be equal to or in excess of 150% of the Base Price per share; (ii) at any time on or after August 31, 1998 and prior August 31, 1999 if the average of the Closing Prices of the Company's Common Stock for at least 15 consecutive trading days prior to the Call Date shall be equal to or in excess of 160% of the Base Price per share; or (iii) at any time on or after August 31, 1999 if the average of the Closing Prices of the Company's Common Stock for at least 15 consecutive trading days prior to the Call Date shall be equal to or in excess of 175% of the Base Price per share. In the event of a call by the Company pursuant to this Section 12.1, the holders, at their option, may require the Company to convert their Convertible Debentures (into fully paid and nonassessable shares of the Company's Common Stock) at the Conversion Price (the "Holder's Option").
View Source
Optional Conversion or Redemption Upon Call by the Company. (a) The Company may, at its option, call the Notes, either in whole or in part on a pro-rata basis as follows: (i) the Company shall not be permitted to make any such call from the date hereof through the first anniversary of the date hereof; (ii) from the first anniversary to the third anniversary of the date hereof, any call by the Company that results in a redemption or repurchase by the Company of the Notes for cash (as opposed to a conversion of the Notes to Common Stock at the Conversion Price, in which case the provisions of this Section 13.1(a)(ii) shall not apply), shall be at 105% of the original principal amount of the Notes that are the subject of such call; provided, however, that in the event that the Holder’s Election is exercised under such circumstance, the conversion shall be based upon 100% of the original principal amount of Notes to be so converted; (iii) after the third anniversary of the date hereof, any call by the Company that results in a redemption or repurchase by the Company of the Notes for cash (as opposed to a conversion of the Notes to Common Stock at the Conversion Price, in which case the provisions of this Section 13.1(a)(iii) shall not apply), shall be at 100% of the original principal amount of the Notes that are the subject of such call; and (iv) at any time after the first anniversary of the date hereof, the Company may call the Notes by requiring the Holders to convert the Notes to the Company’s Common Stock at the Conversion Price, in which case the Notes shall be valued at 100% of the original principal amount of Notes to be so converted; provided, however, with respect to this clause (iv) only, that the Company may call the Notes only if: (A) the Closing Price of the Company's Common Stock shall be equal to or in excess of $7.00 per share for at least 20 trading days during the 30-trading-day period immediately preceding the Call Notice (as hereinafter defined); and (B) upon a conversion pursuant to such call, the holders of the Notes shall receive registered shares of the Company's Common Stock. (b) In the event of a call by the Company to redeem or repurchase the Notes pursuant to this Section 13.1, the Holders, at their election, may require the Company to convert their Notes into fully paid and nonassessable shares of the Company's Common Stock at the Conversion Price (the "Holder's Election").
View Source
Optional Conversion or Redemption Upon Call by the Company 
View Source

Related to Optional Conversion or Redemption Upon Call by the Company

  • Optional Redemption by the Company At any time prior to February 14, 2031 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 20 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after February 14, 2031, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:

  • Repurchase or Redemption of Shares by the Fund 4.1 Any of the outstanding Shares may be tendered for redemption at any time, and the Fund agrees to repurchase or redeem the Shares so tendered in accordance with its Declaration of Trust as amended from time to time, and in accordance with the applicable provisions of the Prospectus. The price to be paid to redeem or repurchase the Shares shall be equal to the net asset value determined as set forth in the Prospectus. All payments by the Fund hereunder shall be made in the manner set forth in Section 4.2 below. 4.2 The Fund shall pay the total amount of the redemption price as defined in the above paragraph pursuant to the instructions of the Distributor on or before the seventh day subsequent to its having received the notice of redemption in proper form. The proceeds of any redemption of Shares shall be paid by the Fund as follows: (i) in the case of Shares subject to a contingent deferred sales charge, any applicable contingent deferred sales charge shall be paid to the Distributor, and the balance shall be paid to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Prospectus; and (ii) in the case of all other Shares, proceeds shall be paid to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Prospectus. 4.3 Redemption of any class and/or series of Shares or payment may be suspended at times when the New York Stock Exchange is closed for other than customary weekends and holidays, when trading on said Exchange is restricted, when an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of its net assets, or during any other period when the Securities and Exchange Commission, by order, so permits.

  • Optional Redemption by Company (a) Subject to the provisions of Section 3.3(b), except as otherwise may be specified in this Indenture, the Company shall have the right to redeem the Debentures, in whole or in part, from time to time, on or after June 30, 2002, at a Redemption Price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. Any redemption pursuant to this Section 3.3(a) shall be made upon not less than 30 days nor more than 60 days notice to the holder of the Debentures, at the Redemption Price. If the Debentures are only partially redeemed pursuant to this Section 3.3, the Debentures shall be redeemed pro rata or by lot or in such other manner as the Trustee shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date such Redemption Price is to be paid. (b) If a partial redemption of the Debentures would result in the delisting of the Preferred Securities issued by the Trust from The Nasdaq Stock Market's National Market or any national securities exchange or other organization on which the Preferred Securities are then listed, the Company shall not be permitted to effect such partial redemption and may only redeem the Debentures in whole.

  • Redemption and Repurchase; Discharge Prior to Redemption or Maturity This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note. If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

  • Notice of Optional Redemption; Selection of Notes (a) In case the Issuer exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Issuer, shall provide notice of such Optional Redemption (a “Redemption Notice”) not less than 60 nor more than 90 calendar days prior to the Redemption Date by mail or electronic delivery to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided, however, that, if the Issuer shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day. (b) The Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (c) Each Redemption Notice shall specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Cash Amount, if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued.