Procedures for Conversion Clause Samples
Procedures for Conversion. Before any holder of Series C-1 Preferred Stock shall be entitled to convert the same into Series C Common Stock (or, in the case of the Series C-1 Mandatory Conversion, before any holder of Series C-1 Preferred Stock so converted shall be entitled to receive certificate(s) evidencing the shares of Series C Common Stock or other securities or property, as applicable, issuable upon such conversion), such holder shall surrender the certificate(s) for such Series C-1 Preferred Stock at the office of the Corporation or at the office of the transfer agent for the Series C-1 Preferred Stock, which certificate(s), if the Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation or in blank (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and shall give written notice to the Corporation at said office that such holder elects to convert all or a part of the shares represented by said certificate(s) (or, in the case of the Series C-1 Mandatory Conversion, that such holder is surrendering the same) in accordance with the terms of this Section 5(i), and shall state in writing therein the name or names in which such holder wishes the certificate(s) for Series C Common Stock or other securities or property, as applicable, to be issued. Every such notice of election to convert shall constitute a contract between the holder of such Series C-1 Preferred Stock and the Corporation, whereby the holder of such Series C-1 Preferred Stock shall be deemed to subscribe for the amount of Series C Common Stock or other securities or property, as applicable, which such holder shall be entitled to receive upon conversion of the number of share(s) of Series C-1 Preferred Stock to be converted, and, in satisfaction of such subscription, to deposit the share(s) of Series C-1 Preferred Stock to be converted, and thereby the Corporation shall be deemed to agree that the surrender of the shares of Series C-1 Preferred Stock to be converted shall constitute full payment of such subscription for Series C Common Stock to be issued upon such conversion. The Corporation will as soon as practicable after such deposit of the certificate(s) for Series C-1 Preferred Stock, accompanied by the written notice and the statement above prescribed, issue and deliver at the office of the Corporation or of said transfer agent to the Person for whose account such Series C-...
Procedures for Conversion. (a) In the event that the Holder elects to convert this Note into Common Stock, the Holder shall give written notice of such election by delivering to the Borrower an executed and completed notice of conversion (the “Notice of Conversion”), such Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount, accrued interest and fees being converted. On each Conversion Date (as hereinafter defined) and in accordance with the Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount, accrued interest and fees as entered in its records and shall provide written notice thereof to the Borrower within two (2) business days after the Conversion Date. Each date on which a Notice of Conversion is delivered or telecopied to the Borrower in accordance with the provisions hereof shall be deemed a Conversion Date (the “Conversion Date”). A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A.
(b) Pursuant to the terms of the Notice of Conversion the Borrower will issue instructions to the transfer agent (together with such other documents as the transfer agent may request), within one (1) business day of the date of the delivery to Borrower of the Notice of Conversion. If the Registration Statement (as defined in the Registration Rights Agreement) is effective or the Conversion Shares are eligible for sale pursuant to Rule 144, Borrower shall cause the transfer agent to transmit the certificates representing the Conversion Shares to the Holder by crediting the account of the Holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within three (3) business days after receipt by the Borrower of the Notice of Conversion (the “Delivery Date”). Upon delivery to Holder of such certificates through DWAC in accordance with this Section 3.3(b), Holder covenants to Borrower to (i) sell, transfer or dispose of all Conversion Shares pursuant to the Registration Statement in accordance with the plan of distribution described therein or the provisions of Rule 144, as applicable, and (ii) fulfill applicable prospectus delivery requirements imposed by applicable federal securities laws. In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been iss...
Procedures for Conversion. Any holder of ▇▇▇▇▇ Units represented in book-entry form (the “Book-Entry Units”) whose ▇▇▇▇▇ Units were converted pursuant to Section 3.4 into the right to receive the Consideration shall automatically upon the Effective Time be entitled to receive, and Belpointe PREP shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time the applicable Consideration pursuant to the provisions of this Article III for each ▇▇▇▇▇ Unit formerly represented by such Book-Entry Units, and the Book-Entry Units so exchanged shall be forthwith cancelled. Payment of the Consideration with respect to Book-Entry Units shall only be made by notation on the Class A Unit register that the holder of Book-Entry Units now owns the applicable amount of Class A Units. The Exchange Agent shall provide notice of such conversion to the holder in whose name such Book-Entry Units were registered.
Procedures for Conversion. (a) To convert a Security, a Holder must (i) complete and sign the conversion notice attached to a Security, (ii) surrender a Security to the Company or its Conversion Agent, (iii) furnish required endorsements and transfer documents and (iv) pay any transfer tax or similar tax if required. A Holder may convert a portion of a Security only if the portion is $100 or an integral multiple of $100.
(b) As promptly as practicable after the surrender of a Security for conversion, the Company shall deliver, to or upon the written order of the Holder, certificates representing the number of fully paid and nonassessable shares of Common Stock into which the Security may be converted in accordance with the provisions of the Security and this Indenture. Such conversion shall be deemed to have been made at the close of business on the date that a Security shall have been surrendered for conversion with a written notice of conversion duly executed in satisfactory form for conversion. At such time, the rights of the Holder of a Security as such a Holder shall cease, and, subject to the provisions of subsection (c) below, the person or persons entitled to receive the shares of Common Stock upon conversion of a Security shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time. Any such
Procedures for Conversion. Any conversion pursuant to clause (a), (b) or (c) above or a redemption pursuant to the last sentence of this clause (d) (each, a “Conversion”) shall occur without any further action by the Holders or the Company. As promptly as practicable following a Conversion, but in any event within ten (10) days thereafter or such other time period required to allow the applicable Holders to fully and timely participate in the transaction giving rise to such conversion, the Company shall send each Holder written notice of such Conversion. Upon receipt of such notice, each Holder shall surrender to the Company the certificate or certificates representing the shares of Junior Convertible Preferred Stock being converted, duly assigned or endorsed for transfer to the Company (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the Holder. All shares of Common Stock issued hereunder by the Company shall be duly and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. Notwithstanding the foregoing, in connection with a Change of Control, in lieu of issuing shares of Common Stock in respect of each share of Junior Convertible Preferred Stock held by such Holder immediately prior to such Change of Control, the Company or its successor shall instead deliver to each Holder in respect of each share of Junior Convertible Preferred Stock held by such Holder immediately prior to such Change of Control the maximum consideration per share of Common Stock paid to any holder of Common Stock in such Change of Control (or, if the Change of Control comprised a sale of substantially all of the assets of the Company, the Fair Market Value of a share of Common Stock implied by such Change of Control, calculated after giving effect to such conversion) multiplied by the number of shares of Common Stock into which such share of Junior Convertible Preferred Stock would otherwise have been converted pursuant to clause (b) above.
Procedures for Conversion. In order to exercise the Conversion Rights pursuant to Section 4.1 above, the Seller shall deliver an irrevocable written notice of such exercise to the Company, at its principal office. The Holders shall, upon any conversion of such Series D Preferred Stock in accordance with this Section 4, surrender certificates representing such shares of Series D Preferred Stock to the Company, at its principal office, and specify the name or names in which the Seller wishes the certificate or certificates for shares of Common Stock to be issued. In case the Seller shall specify a name or names other than that of the Holders, such notice shall be accompanied by payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after0020payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock to which the Holders shall be entitled. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the date of receipt by the Company of any notice of conversion pursuant to this Section 4.3(a), upon the occurrence of any event specified therein. Upon conversion of any shares of Series D Preferred Stock, such shares shall cease to constitute shares of Series D Preferred Stock and shall represent only a right to receive shares of common stock into which they have been converted.
Procedures for Conversion. (i) In order to receive certificates representing shares of Common Stock or Series B Preferred Shares, as applicable, the holder thereof shall surrender the certificate or certificates representing CSEs, duly endorsed for transfer, at any time during normal business hours, to the Corporation at its principal or at such other office or agency then maintained by it for such purpose (the "Payment Office"), accompanied (if so required by the Corporation or any conversion agent) by an instrument of transfer, in form reasonably satisfactory to the Corporation and to any conversion agent, duly executed by the registered holder or by his duly authorized attorney, and any cash payment required pursuant to Section 5(c)(ii). As promptly as practicable after the surrender for conversion of any CSE in the manner provided in the preceding sentence, and the payment in cash of any amount required by the provisions of Section 5(c)(ii), the Corporation will deliver or cause to be delivered at the Payment Office to or upon the written order of the holder of such shares, certificates representing the number of shares of Common Stock or Series B Preferred Shares, as applicable, issuable upon such conversion, issued in such name or names as such holder may direct.
(ii) The issuance of certificates for shares of Common Stock or Series B Preferred Shares, as applicable, upon conversion shall be made without charge for any issue, stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of record of the shares converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not payable.
Procedures for Conversion. A. After approval of the Plan by the Board of Directors of the Bank and the Board of Directors of the Mutual Holding Company, the Plan together with all other requisite material shall be submitted to the OTS for approval. Notice of the adoption of the Plan by the Board of Directors of the Bank and the Board of Directors of the Mutual Holding Company and the submission of the Plan to the OTS for approval will be published in a newspaper having general circulation in each community in which an office of the Bank is located, and copies of the Plan will be made available at each office of the Bank for inspection by depositors. The Mutual Holding Company also will publish a notice of the filing with the OTS of an application to convert in accordance with the provisions of the Plan.
B. Promptly following approval by the OTS, the Plan will be submitted to a vote of (i) Voting Depositors at the Special Meeting of Depositors, and (ii) the Stockholders of the Mid-Tier Holding Company at the Special Meeting of Stockholders. The Mutual Holding Company will mail to all Voting Depositors, at their last known address appearing on the records of the Bank, a proxy statement in either long or summary form describing the Plan, which will be submitted to a vote of Voting Depositors at the Special Meeting of Depositors. The Holding Company also will mail to all Participants either a Prospectus and Order Form for the purchase of Subscription Shares or a letter informing them of their right to receive a Prospectus and Order Form and a postage prepaid card to request such materials, subject to other provisions of this Plan. In addition, all Participants will receive, or be given the opportunity to request by either returning a postage prepaid card which will be distributed with the proxy statement or by letter addressed to the Bank’s Secretary, a copy of the Plan as well as the articles of incorporation or bylaws of the Holding Company. Upon approval of the Plan by at least (i) a majority of the total number of votes entitled to be cast by Voting Depositors, (ii) two-thirds of the outstanding common stock of the Mid-Tier Holding Company, and (iii) a majority vote of Minority Stockholders present in person or by proxy, the Mutual Holding Company, the Holding Company and the Bank will take all other necessary steps pursuant to applicable laws and regulations to consummate the Conversion and Offering. The Conversion must be completed within 24 months of the approval of the Plan by V...
Procedures for Conversion. (a) In order for a holder of Series CHP Preferred Units to effectuate a conversion of Series CHP Preferred Units pursuant to Section F.1, such holder shall submit a written election to the Company that such holder elects to convert one or more of the Series CHP Preferred Units and the number of Series CHP Preferred Units elected to be converted. The conversion of such Series CHP Preferred Units hereunder shall be deemed effective as of the date set forth in the written election, which shall be no less than 10 days nor more than 60 days after the date the election is delivered to the Company.
(b) In order for the Manager, on behalf of the Company, to effectuate a conversion of Series CHP Preferred Units pursuant to Section F.1, the Manager, on behalf of the Company, shall submit a written notice to the holder of such Series CHP Preferred Units that the Company elects to convert one or more of the Series CHP Preferred Units and the number of Series CHP Preferred Units elected to be converted. The conversion of such Series CHP Preferred Units hereunder shall be deemed effective as of the date set forth in the written election, which shall be no less than 10 days nor more than 60 days after the date the election is delivered to the holder of the Series CHP Preferred Units being converted.
(c) All Common Units issued by the Company upon the conversion of Series CHP Preferred Units shall be duly and validly issued, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.
Procedures for Conversion. (a) The holder of any shares of Preferred Stock must, upon conversion of such Preferred Stock in accordance with this Section 4, surrender certificates representing the Preferred Stock to the Company, at its principal office, and specify the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. In case such notice shall specify a name or names other than that of such holder, such notice shall 5 24 be accompanied by payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock to which the holder of the Preferred Stock so converted shall be entitled. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the date on which certificates representing the Preferred Stock shall have been surrendered to the Company.
(b) In connection with the conversion of any shares of Preferred Stock, no fractions of shares of Common Stock shall be issued, but the Company shall pay cash in respect of such fractional interest in an amount equal to the product of the initial sales price of Preferred Stock and such fractional interest.
(c) The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock of the Company issuable upon the conversion of all outstanding shares of Preferred Stock.