Payment of Cash in Lieu of Common Stock Sample Clauses
The 'Payment of Cash in Lieu of Common Stock' clause allows a party, typically the issuer or company, to fulfill an obligation to deliver shares of common stock by instead providing an equivalent cash payment. In practice, this means that if a contract or agreement calls for the issuance of shares—such as upon conversion of a security or exercise of an option—the company can opt to pay the cash value of those shares based on a predetermined formula or market price. This clause provides flexibility for the issuer, helps avoid dilution of existing shareholders, and simplifies settlement logistics, particularly when issuing fractional shares or in situations where share issuance is impractical.
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Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, Holders surrendering Securities for conversion shall receive for each $1,000 principal amount of Securities surrendered: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 20 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the Conversion Reference Period, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.13(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a).
(b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 4.13(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day (provided that after the consummation of a Change of Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of Common Stock in such Change of Control). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Refe...
Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Debenture into shares of Common Stock as set forth in Section 12.1 and delivers an irrevocable conversion notice, together, if the Debentures are in certificated form, with the certificated Debenture, as set forth in Section 12.2, the Company may choose to satisfy all or any portion of its Conversion Obligation in cash or a combination of cash and Common Stock; provided, however, that the Company has the unilateral right, exercisable at any time, to deliver an Officers’ Certificate to the Trustee and notice to the Holders, each stating that it shall be thereafter obligated to satisfy certain of its Conversion Obligation in cash. Within two Trading Days following the Conversion Date, the Company will notify such Holder through the Conversion Agent of the Company’s election to deliver Common Stock or to pay cash in lieu of delivery of some or all of the shares of Common Stock and, if applicable, the dollar amount per $1,000 principal amount of Debentures to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) (such amount of cash, the “Cash Amount”) unless the Company has previously informed Holders of its election in connection with an optional redemption of Debentures in accordance with Section 10.4 of this Indenture. Settlement amounts will be computed as follows:
(a) If the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of:
(1) a number equal to (x) the aggregate principal amount of Debentures to be converted, divided by (y) the then applicable Conversion Price; and
(2) the average Sale Price of the Common Stock during the Cash Settlement Averaging Period; and
(b) if the Company elects to satisfy a fixed amount (but not all) of the Conversion Obligation in cash, the Company will deliver to such Holder, per $1,000 principal amount of Debentures converted:
(1) the Cash Amount; and
(2) a number of shares of Common Stock equal to the sum, for each Trading Day of the Cash Settlement Averaging Period, of the greater of (i) zero and (ii) a number of shares of Common Stock equal to a fraction:
(A) the numerator of which equals the (x) the product of the Sale Price of the Common Stock on such Trading Day multiplied by the Conversion Rate minus (y) the Cash Amount; and
(B) the denominator of which equals the product of the Sale Price of Common Stoc...
Payment of Cash in Lieu of Common Stock. If a Holder elects to convert all or any portion of a Note into shares of Common Stock as set forth in Section 9.1 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Note as set forth in Section 9.3, the Company may choose to satisfy all or any portion of its conversion obligation with respect to a Note (the “Conversion Obligation”) in cash or a combination of cash and Common Stock. Upon such election, the Company will notify such Holder through the Conversion Agent of the Company’s election to pay cash in lieu of delivery of some or all of the shares of Common Stock and the dollar amount per Note to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Conversion Date unless the Company has previously informed Holders of its election in connection with a redemption of the Notes in accordance with Section 5.1 of this Indenture. Settlement (in cash and/or Common Stock) will occur on the third Business Day following the final day of the five consecutive Trading Day period beginning on the third Trading Day after the Conversion Date. Settlement amounts will be computed as follows:
(a) if the Company elects to satisfy the entire Conversion Obligation in cash, the Company will deliver to such Holder cash in an amount equal to the product of: (1) a number equal to (x) the aggregate original principal amount of Notes to be converted divided by 1,000, multiplied by (y) the Conversion Rate, and (2) the Applicable Stock Price; and
(b) if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in cash, the Company will deliver to such Holder (1) cash in an amount equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000, multiplied by (y) such cash amount per $1,000 aggregate original principal amount Notes to be converted (“Cash Amount Per Note”) and (2) a number of shares of Common Stock equal to (x) the aggregate original principal amount of Notes to be converted by such Holder divided by 1,000, multiplied by (y) a fraction, the numerator of which is (A) the Applicable Stock Price multiplied by the Conversion Rate, less (B) the Cash Amount Per Note, and the denominator of which is the Applicable Stock Price; provided, however, that the Company will pay cash in lieu of fractional shares of Common St...
Payment of Cash in Lieu of Common Stock. Notwithstanding anything in Section 8(b) to the contrary, the Committee, in its sole discretion, may elect to cause the Company to pay cash in an amount equal to the Fair Market Value of the vested Stock Units, determined as of the date on which the shares of Common Stock would otherwise have been issued pursuant to Section 8(b) and payable within ten business days after such date.
Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, Holders surrendering Securities for conversion shall receive for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and, in addition to amounts distributed pursuant to (A), (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each of the twenty consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the Conversion Reference Period. The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a).
(b) For the purposes of Section 4.13(a), in the event that any of Conversion Value, Daily Share Amounts or Volume Weighted Average Price cannot be determined for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Share Amounts and Volume Weighted Average Price, as applicable.
Payment of Cash in Lieu of Common Stock. The Company may elect to pay cash to the Holders surrendered for conversion in lieu of all or a portion of the Common Stock otherwise issuable pursuant to Section 14.03. In such event, on any day prior to the first Trading Day of the applicable Observation Period, the Company shall specify a percentage of the Daily Share Amount that shall be settled in cash (the “Cash Percentage”) and the amount of cash that the Company shall pay in respect of each Trading Day in the applicable Observation Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Daily VWAP of the Common Stock for such Trading Day (provided that after the consummation of a Fundamental Change in which the consideration is comprised entirely of cash, the amount used in this clause (3) shall be the cash price per share received by holders of the Common Stock in such Fundamental Change). The number of shares that the Company shall deliver in respect of each Trading Day in the applicable Observation Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. Upon making a determination that a percentage of the Daily Share Amount will be settled in cash, the Company shall promptly disclose such information on its website prior to the first Trading Day of the applicable Observation Period. If the Company does not specify a Cash Percentage by the start of the applicable Observation Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Observation Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of Securities. For the purposes of this Section 14.10, in the event that any of Conversion Value, Daily Share Amounts or Daily VWAP is not calculable for all portions of the Observation Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Share Amounts and Daily VWAP, as applicable.
Payment of Cash in Lieu of Common Stock. In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, the Company may elect to pay Holders surrendering Securities for conversion an amount in cash per $1,000 Principal Amount at Maturity of Securities determined as provided in this Section 4.14.
Payment of Cash in Lieu of Common Stock. In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, the Company may elect to pay Holders surrendering Securities for conversion an amount in cash per $1,000 Principal Amount at Maturity of Securities determined as provided in this Section 4.14(a). Following the surrender of Securities by a Holder for a conversion pursuant to Section 4.02, the Company shall notify such Holder no later than two Business Days following the Conversion Date for such conversion whether the Company shall pay the principal amount of the Securities being converted in cash and/or shares of Common Stock. The Company will deliver such cash and/or shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). The amount payable per $1,000 Principal Amount at Maturity of Securities will be the amount equal to (A) cash in an amount equal to the lesser of (1) the Accreted Principal Amount of such Security as of the Conversion Date and (2) the Conversion Value; and (B) if the Conversion Value is greater than the accreted principal amount of such Security as of the Conversion Date, a number of shares of the Company's Common Stock equal to the sum of the Daily Share Amounts, for each of the ten consecutive Trading Days in the Conversion Reference Period, subject to the Company's right to deliver cash in lieu of all or a portion of such shares as set forth in Section 4.14(b).
Payment of Cash in Lieu of Common Stock. (a) In lieu of delivery of shares of Common Stock upon notice of conversion of any Securities (for all or any portion of the Securities), the Company may elect to pay Holders surrendering Securities an amount in cash per $1,000 Principal Amount at Maturity of Securities equal to the average Closing Price of Common Stock during the Cash Settlement Averaging Period multiplied by the Conversion Rate.
Payment of Cash in Lieu of Common Stock. In lieu of delivery of some or all of the shares of Common Stock otherwise issuable upon notice of conversion of any Securities, the Company may elect to pay Holders surrendering Securities for conversion an amount in cash per $1,000 Principal Amount at Maturity of Securities determined as provided in this Section 4.14(a). Following the surrender of Securities by a Holder for a conversion pursuant to Section 4.02, the Company shall notify such Holder no later than two Business Days following the Conversion Date for such conversion whether the Company shall pay the principal amount of the Securities being converted in cash and/or shares of Common Stock. The Company will deliver such cash and/or shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). The amount payable per $1,000 Principal Amount at Maturity of Securities will be the amount equal to (A) cash in an amount equal to the lesser of (1) the Accreted Principal Amount of such Security as of the Conversion Date and (2) the Conversion Value; and (B) if the Conversion Value is greater than the accreted principal amount of such Security as of the Conversion Date, a number of shares of the Company's Common Stock equal to the sum of the Daily Share Amounts, for each of the ten consecutive Trading Days in the Conversion Reference Period, subject to the Company's right to deliver cash in lieu of all or a portion of such shares as set forth in Section 4.14(b).