Settlement Method. For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and
Appears in 2 contracts
Sources: Base Call Option Transaction (Hornbeck Offshore Services Inc /La), Base Call Option Transaction (Hornbeck Offshore Services Inc /La)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) all conversions of the Indenture Notes with a Specified Cash Amount equal to USD 1,000Conversion Date that occurs on or after the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, then, in each case, and the Relevant Company will send notice of such Settlement Method for such Option shall be Net Share Settlement; to Holders and the Conversion Agent no later than the Open of Business on the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date;
(ii) if Counterparty has elected the Company elects a Settlement Method with respect to settle its the conversion obligations in respect of any Note whose Conversion Date occurs before the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iiininety-fifth (95th) of Scheduled Trading Day immediately before the Indenture with a Specified Cash Amount greater than USD 1,000Maturity Date, then the Relevant Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above);
(iv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(v) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vi) the Settlement Method will be subject to Section 5.08(A)(2).
Appears in 2 contracts
Sources: Indenture (Guess Inc), Indenture (Guess Inc)
Settlement Method. For Upon conversion of this Note pursuant to Section 4(a) or Section 4(b), the Company shall pay or deliver, as the case may be, to the Holder, in respect of each $1,000 principal amount of Notes being converted, (A) cash (“Cash Settlement”), (B) Shares, together with cash, if applicable, in lieu of delivering any Optionfractional share of Common Stock (“Physical Settlement”), Net Share or (C) a combination of cash and Shares, together with cash, if applicable, in lieu of delivering any fractional Shares (“Combination Settlement; provided that if the Relevant Settlement Method set forth below ”), at its election, in each case plus a cash payment for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Methodaccrued and unpaid Interest to, but only if excluding, the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer date of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Optionsettlement. Relevant Settlement Method: In respect of any OptionConversion Date, subject to the Company shall deliver a notice (the “Settlement Method Election Conditions: (iNotice”) if Counterparty has elected to settle its conversion obligations of the relevant settlement method in respect of such Conversion Date, the related Relevant Convertible Note Company shall deliver such Settlement Notice to converting Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date. If the Company does not elect a settlement method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. The cash, Shares (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with and cash in lieu of any fractional Sharesshares) (such settlement method, “Settlement in Shares”); (B) in or a combination of cash and Shares pursuant in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows:
(A) if the Company elects to Section 12.01(d)(iiisatisfy such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of Shares equal to the Conversion Rate in effect on the Conversion Date;
(B) if the Company elects to satisfy such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Indenture with a Specified Cash Amount less than USD 1,000 Daily Conversion Values for each of the twenty (such settlement method, “Low Cash Combination Settlement”)20) consecutive Trading Days during the related Observation Period; or and
(C) if the Company elects to satisfy such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Settlement Amount equal to USD 1,000the sum of the Daily Settlement Amounts for each of the twenty (20) consecutive Trading Days during the related Observation Period. The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the applicable Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, thenas the case may be, and the amount of cash payable in each caselieu of delivering any fractional share of Common Stock, the Relevant Settlement Method for such Option Company shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect notify the Holder of the related Relevant Convertible Note in a combination Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash and Shares pursuant to Section 12.01(d)(iii) payable in lieu of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; anddelivering fractional Shares.
Appears in 2 contracts
Sources: Security Agreement (Ocular Therapeutix, Inc), Note Purchase Agreement (Ocular Therapeutix, Inc)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after the Free Convertibility Date will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to Holders and the Conversion Agent no later than the Open of Business on the Free Convertibility Date;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before the Free Convertibility Date, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, then, in each case, applies to all conversions of Notes with a Conversion Date that occurs on or after the Relevant Free Convertibility Date;
(iv) the Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 2 contracts
Sources: Indenture (American Eagle Outfitters Inc), Indenture (Dick's Sporting Goods, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before May 1, 2025;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 1, 2025;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture, including Combination Settlement with a Specified Cash Dollar Amount equal per $1,000 principal amount of Notes of $1,000 or with an ability to USD 1,000continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, thenthat will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method, in each either case, to Combination Settlement with an ability to continue to set the Relevant Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the Close of Business on the Business Day immediately following the related Conversion Date (or in the case of any conversions of Notes called (or deemed called) for Redemption for which the relevant Conversion Date occurs on or after a Redemption Notice Date and on or before the Close of Business on the Business Day immediately before the related Redemption Date, in the related Redemption Notice), or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the change or election notice or, if no specific amount was set forth in the election notice, such Specified Dollar Amount will be $1,000 per $1,000 principal amount of Notes. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method for such Option shall or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be Net Share Settlement; (iielected) if Counterparty has elected with respect to settle its conversion obligations in respect of the related Relevant Convertible any Note in a combination of cash and Shares pursuant to this Section 12.01(d)(iii) 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture with a Specified Cash Amount greater than USD 1,000or the Notes, then including pursuant to Article 8. However, the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option.
Appears in 2 contracts
Sources: Indenture (Limelight Networks, Inc.), Indenture (Limelight Networks, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to the conversion of any Notes; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after April 1, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on the Business Day immediately preceding April 1, 2024;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note with a Conversion Date that occurs before April 1, 2024, then the Company will send notice of such Settlement Method to the converting Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) notwithstanding anything to the contrary in clauses (i) and (ii) above, if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after April 1, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after April 1, in each case, 2024;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with Conversion Dates that occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the converting Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely elect a combination settlement method or specify the applicable Specified Dollar Amount will not constitute a Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.10(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Class A Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Class A Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 15, 2025 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Open of Business on May 15, 2025;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before May 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs during the related Redemption Conversion Period; and (2) if such Redemption Date occurs on or after May 15, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after May 15, in each case, 2025;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 4.03(D), 5.09(A)(2), 5.01(C)(i)(3)(a) and 5.07(D). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. Notwithstanding anything to the contrary in the preceding sentences of this paragraph, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note in a combination pursuant to this Section 5.03(A). For the avoidance of cash and Shares doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Bloom Energy Corp)
Settlement Method. For any Option, Net Share Cash Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Cash Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, Method for such Option. In addition to, and without limiting, the foregoing, Counterparty may not elect for Net Share Settlement or Combination Settlement to apply to any Options hereunder if any Shares delivered by Dealer upon settlement of such Options would constitute a “prohibited distribution” under Section 301 of the Companies Law. Relevant Settlement Method: In respect of any Option, subject to Net Share Settlement, Combination Settlement or Cash Settlement, as specified by Counterparty in the Notice of Final Settlement Method Election ConditionsMethod; provided that: (i) if the Notice of Final Settlement Method for such Option specifies that Net Share Settlement will be the Relevant Settlement Method for such Option and Counterparty has elected (or, in the case of (C), is deemed to have elected) to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i14.02(a)(iv)(A) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); , (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); ) or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if the Notice of Final Settlement Method for such Option specifies that Combination Settlement will be the Relevant Settlement Method for such Option, together with the applicable Specified Cash Amount, and Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andand (iii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant to Section 14.02(a)(iv)(B) of the Indenture (such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement. If Counterparty elects for Net Share Settlement or Combination Settlement to apply to any Options hereunder, Counterparty will be deemed to have concurrently represented to Dealer that none of the Shares delivered by Dealer upon settlement of such Options will constitute a “prohibited distribution” under Section 301 of the Companies Law.
Appears in 1 contract
Sources: Base Call Option Transaction (Fiverr International Ltd.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after November 1, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before November 1, 2024;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before November 1, 2024, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) and (G), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after November 1, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after November 1, in each case, 2024;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.
Appears in 1 contract
Sources: Indenture (2U, Inc.)
Settlement Method. For Upon the exchange of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise exchange by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). If Cash Settlement or Combination Settlement applies to Section 12.01(d)(iiian exchange, then the consideration due will be determined over an Observation Period consisting of forty (40) VWAP Trading Days. The Company will have the right to elect the Settlement Method applicable to any exchange of a Note; provided, however, that:
(i) all exchanges of Notes with an Exchange Date that occurs on or after October 15, 2024 will be settled using the Indenture with a Specified Cash Amount equal same Settlement Method, and the Company will send written notice of such Settlement Method to USD 1,000, then, in each caseHolders, the Relevant Settlement Method for such Option shall be Net Share Settlement; Trustee and the Exchange Agent (if other than the Trustee) no later than the Open of Business on October 15, 2024;
(ii) if Counterparty has the Company elects a Settlement Method with respect to the exchange of any Note whose Exchange Date occurs before October 15, 2024, then the Company will send written notice of such Settlement Method to the Holder of such Note, the Trustee and the Exchange Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Exchange Date;
(iii) the Company will use the same Settlement Method for all exchanges of Notes with the same Exchange Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to exchanges of Notes with different Exchange Dates, except as provided in clause (i) above);
(iv) if the Company does not timely elect a Settlement Method with respect to the exchange of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its conversion obligations in timely make such election will not constitute a Default or Event of Default);
(v) if the Company timely elects Combination Settlement with respect to the exchange of a Note but does not timely notify the exchanging Holder, the Trustee and the Exchange Agent (if other than the Trustee) of the related Relevant Convertible applicable Specified Dollar Amount, then the Specified Dollar Amount for such exchange will be deemed to be $1,000 per $1,000 principal amount of Note in (and, for the avoidance of doubt, the failure to timely specify the applicable Specified Dollar Amount will not constitute a combination Default or Event of cash Default); and
(vi) the Settlement Method will be subject to Section 5.09(A)(iv)(2). In addition, the Company will have the right, exercisable at its election by sending written notice of such exercise to the Holders, the Trustee and Shares the Exchange Agent (if other than the Trustee), irrevocably fix the Settlement Method that will apply to all exchanges of Notes with an Exchange Date that occurs on or after the date such written notice is sent to Holders, the Trustee and the Exchange Agent (if other than the Trustee), provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such written notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all exchanges of Notes with an Exchange Date that occurs on or after the date such notice is sent. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Sabre Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after December 15, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before December 15, 2024;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before December 15, 2024, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(E), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after December 15, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after December 15, in each case, 2024;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(iv)(2).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company shall settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicableapplicable and as provided in this Article X, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in Section 10.03(a)(ii)(1) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 10.03(a)(ii)(3) (a “Combination Settlement”). The Company shall have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(1) all conversions of Notes whose Conversion Date occurs on or after October 15, 2023 will be settled using the same Settlement Method, and the Company shall, so long as the Conversion Date does not occur during the Redemption Period, send written notice of such Settlement Method to Holders, through the Trustee, no later than the Close of Business on the Scheduled Trading Day immediately preceding October 15, 2023;
(2) all conversions of Notes whose Conversion Date occurs during the Redemption Period will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to Holders, through the Trustee, concurrently with delivery of the Indenture relevant Redemption Notice;
(3) the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in Section 10.03(a)(i)(1) and Section 10.03(a)(i)(2) above);
(4) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before October 15, 2023, the Company shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee, no later no later than the Close of Business on the Scheduled Trading Day immediately following such Conversion Date;
(5) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Cash Dollar Amount per $1,000 principal amount of such Note equal to USD $1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; ;
(ii6) if Counterparty has elected the Company timely elects Combination Settlement with respect to settle its the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Dollar Amount, then the Relevant Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of such Note; and
(7) the Settlement Method for such Option shall be Combination Settlement; andsubject to clause (II) of Section 10.08(a);
Appears in 1 contract
Sources: Indenture (Par Technology Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination of cash and Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”); provided, however, that upon the conversion of any Initial Note or Affiliate Note, the Company will settle such conversion only by Physical Settlement. Subject to the restriction in clause (A) above, the Company will have the right to elect the Settlement Method applicable to any conversion of a Note (other than with respect to the conversion of an Initial Note or an Affiliate Note as provided above); provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 15, 2030 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Open of Business on May 15, 2030;
(ii) subject to clause (iii) below, if the Relevant Company elects a Settlement Method set forth below for such Option is not Net Share Settlementwith respect to the conversion of any Note whose Conversion Date occurs before May 15, 2030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 15, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 15, 2030;
(iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note, the Trustee and the Conversion Agent of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such Relevant Settlement Method, but only if notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method Election Conditions have been satisfied will be subject to Section 5.09(A)(2). The Company may, by written notice to the Holders, the Trustee and Counterparty shall have notified Dealer the Conversion Agent (if other than the Trustee), at any time and from time to time, on or before May 15, 2030, change the Default Settlement Method or elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect with respect to Notes, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above any specific amount set forth in such election notice, that will apply to all Note conversions with a Conversion Date that is on or after the date the Company sends such notice. If the Company changes the Default Settlement Method or elects to irrevocably fix the Settlement Method applicable to any Notes, in either case, to the Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specified amount, the Company will, after the date of such change or election, as the case may be, inform Holders converting their Notes, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such Specified Dollar Amount in respect of the Relevant relevant conversion or conversions no later than the relevant Settlement Method election deadline for such conversion or conversions as described above, or, if the Company does not timely inform the Holders, the Trustee and the Conversion Agent of the Specified Dollar Amount, such Specified Dollar Amount will be the specific amount set forth in the Notice change or election notice or, if no specific amount was set forth in the change or election notice, such Specified Dollar Amount will be deemed to be $1,000 per $1,000 principal amount of Exercise Notes. If the Company changes the Default Settlement Method or Notice of Final irrevocably fixes the Settlement Method as described above, then the Company will concurrently either post the Default Settlement Method or fixed Settlement Method, as applicable, for on the Company’s website or disclose the same in a current report on Form 6-K (or any successor form) that is filed with the SEC. Notwithstanding the foregoing, no such Option. Relevant change in the Default Settlement Method: In Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect of to any Option, subject Conversion Date pursuant to the Settlement Method Election Conditions: provisions described in this Section 5.03. For the avoidance of doubt, such change or election (i) as the case may be), if Counterparty has elected made, will be effective without the need to settle its conversion obligations in respect of amend this Indenture or the related Relevant Convertible Note (A) entirely in Shares Notes, including pursuant to the provisions described in Section 12.01(d)(i8.01(G) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casebelow. However, the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle an amendment at its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andoption.
Appears in 1 contract
Sources: Indenture (Farfetch LTD)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company shall settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicableapplicable and as provided in this Article X, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in Section 10.03(a)(ii)(1) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 10.03(a)(ii)(3) (a “Combination Settlement”). The Company shall have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(1) all conversions of Notes whose Conversion Date occurs on or after October 15, 2025 will be settled using the same Settlement Method, and the Company shall, so long as the Conversion Date does not occur during the Redemption Period, send written notice of such Settlement Method to Holders, through the Trustee, no later than the Close of Business on the Scheduled Trading Day immediately preceding October 15, 2025;
(2) all conversions of Notes whose Conversion Date occurs during the Redemption Period will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to Holders, through the Trustee, concurrently with delivery of the Indenture relevant Redemption Notice;
(3) the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in Section 10.03(a)(i)(1) and Section 10.03(a)(i)(2) above);
(4) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before October 15, 2025, the Company shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee, no later no later than the Close of Business on the Scheduled Trading Day immediately following such Conversion Date;
(5) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Cash Dollar Amount per $1,000 principal amount of such Note equal to USD $1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; ;
(ii6) if Counterparty has elected the Company timely elects Combination Settlement with respect to settle its the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Dollar Amount, then the Relevant Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of such Note; and
(7) the Settlement Method for such Option shall be Combination Settlement; andsubject to clause (II) of Section 10.08(a);
Appears in 1 contract
Sources: Indenture (Par Technology Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after December 1, 2024 and on or before the second Scheduled Trading Day immediately before June 1, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before December 1, 2024. In addition, all conversions with a Conversion Date that occurs on or after December 1, 2047 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders no later than the close of business on the Scheduled Trading Day immediately before December 1, 2047;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs outside of the periods set forth in clause (i) above, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.04(F) (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes that are not called for Redemption), the Indenture Settlement Method that will apply to all conversions of Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; (2) if such Redemption Date occurs during the period from, and including, December 1, 2024 to, and including the second Scheduled Trading Day Immediately before June 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs during such period; and (3) if such Redemption Date occurs on or after December 1, in each case2047, then such Settlement Method must be the Relevant same Settlement Method that applies to all conversions with a Conversion Date that occurs on or after December 1, 2047.
(iv) the Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.08(A)(2).
Appears in 1 contract
Sources: Indenture (NRG Energy, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).
(i) The Company’s Right to Section 12.01(d)(iiiElect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(1) the Company will send notice of such Settlement Method to the Indenture Holder of such Note, with a Specified Cash Amount equal copy to USD 1,000, then, in each case, the Relevant Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(2) the Company will use the same Settlement Method for such Option shall be Net Share Settlement; all conversions of Notes with the same Conversion Date;
(ii3) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(4) if the Company timely elects Combination Settlement with respect to the conversion obligations of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, with a copy to the Trustee and the Conversion Agent, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(5) notwithstanding the foregoing or any other provision of this Indenture to the contrary, without the consent of the Holder, the Company shall deliver Conversion Consideration solely by means of Cash Settlement, and shall not elect Physical Settlement or Combination Settlement, unless the Conversion Shares so issued in respect of Physical Settlement or Combination Settlement are immediately Freely Tradable upon issuance and the related Relevant Convertible Note Company is currently in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture compliance with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andits SEC filing obligations under Rule 144(i).
Appears in 1 contract
Sources: Indenture (Beauty Health Co)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 1, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before February 1, 2026;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before February 1, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) and (G), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after February 1, 2026, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after February 1, in each case, 2026;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.
Appears in 1 contract
Sources: Indenture (Callaway Golf Co)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after March 1, 2027 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on March 1, 2027;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before March 1, 2027, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after March 1, 2027, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after March 1, in each case, 2027;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Sections 4.03(D), 5.09(A)(2) and Shares 5.01(C)(i)(3)(a). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement Method”) The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after August 15, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before August 15, 2026;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before August 15, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal to USD 1,000, then, in each case, Conversion Date that occurs on or after the Relevant related Redemption Notice Date and before the Close of Business on the Business Day immediately before the related Redemption Date;
(iv) the Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates);
(iiv) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Boxed, Inc.)
Settlement Method. For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andand (iii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note entirely in cash pursuant to Section 12.01(d)(ii) of the Indenture (such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement.
Appears in 1 contract
Sources: Additional Call Option Transaction (Hornbeck Offshore Services Inc /La)
Settlement Method. For Upon the Conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise Conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).
(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any Conversion of a Note; provided, however, that:
(1) subject to clause (3) below, all Conversions of Notes with a Conversion Date that occurs on or after May 15, 2030 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Open of Business on May 15, 2030;
(2) subject to clause (3) below, if the Company elects a Settlement Method with respect to the Conversion of any Note whose Conversion Date occurs before May 15, 2030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(3) if any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (b) if such Redemption Date occurs on or after May 15, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all Conversions of Notes with a Conversion Date that occurs on or after May 15, 2030;
(4) the Company will use the same Settlement Method for all Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to Conversions of Notes with different Conversion Dates, except as provided in clause (1) or (3) above);
(5) if the Company does not timely elect a Settlement Method with respect to the Conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(6) if the Company timely elects Combination Settlement with respect to the Conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Trustee and the Conversion Agent) of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such Conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(7) the Settlement Method will be subject to Sections 4.03(D) and 5.01(C)(i)(3)(a).
(ii) The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)), to (1) irrevocably fix the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts, provided that the Company is then otherwise permitted to USD 1,000elect the applicable Settlement Method(s)) with respect to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, further, in each case, that (w) the Relevant Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election or Default Settlement Method change will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all Conversions of the Indenture Notes with a Specified Cash Amount greater than USD 1,000Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, then such an irrevocable election, if made, will be effective without the Relevant Settlement Method for need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares, as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares, as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after January 1, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before January 1, 2026;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before January 1, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the second Scheduled Trading Day before the related Redemption Date; and (2) if such Redemption Date occurs on or after January 1, 2026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after January 1, 2026;
(iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.08(A)(iv)(2). By notice to the Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company may prior to the Close of Business on the Scheduled Trading Day immediately preceding January 1, 2026, at its option, irrevocably elect to satisfy its conversion obligation with respect to the Notes through Combination Settlement with a Specified Cash Dollar Amount equal per $1,000 principal amount of Notes of at least $1,000 for all Conversion Dates occurring subsequent to USD 1,000the delivery of such notice and for which another Settlement Method does not otherwise apply. If the Company irrevocably elects Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount, thenit will, after the date of such election, either post the fixed settlement method on the Company’s website or disclose the same in each casea Current Report on Form 8-K (or any successor form) that is filed with the SEC. In addition to the foregoing, the Relevant Company may irrevocably elect or eliminate any Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to or Specified Dollar Amount as provided under Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and8.01.
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after June 2, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before June 2, 2025;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before June 2, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, with a copy to the Trustee and the Conversion Agent, no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after June 2, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after June 2, in each case, 2025;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note, with a copy to the Trustee and the Conversion Agent, of the related Relevant Convertible applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 4.03(D), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. Notwithstanding the foregoing, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note in a combination pursuant to this Section 5.03(A). For the avoidance of cash and Shares doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Eventbrite, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after June 1, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on June 1, 2024;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before June 1, 2024, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after June 1, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after June 1, in each case, 2024;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.08(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company shall settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicableapplicable and as provided in this Article XII, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in the proviso to Section 12.02(b) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.02(b) (a “Combination Settlement”). The Company shall have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) all conversions of Notes whose Conversion Date occurs on or after December 15, 2018 will be settled using the Indenture same Settlement Method, and the Company shall send written notice of such Settlement Method, through the Conversion Agent, to Holders no later than December 15, 2018;
(ii) the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above);
(iii) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before December 15, 2018, the Company shall send written notice of such Settlement Method to the Holder of such Note, through the Conversion Agent, no later no later than the Close of Business on the Trading Day immediately following such Conversion Date;
(iv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Cash Dollar Amount per $1,000 principal amount of such Note equal to USD $1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; and
(iiv) if Counterparty has elected the Company timely elects Combination Settlement with respect to settle its the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Dollar Amount, then the Relevant Settlement Method Specified Dollar Amount for such Option shall conversion will be Combination Settlement; anddeemed to be $1,000 per $1,000 principal amount of such Note.
Appears in 1 contract
Sources: First Supplemental Indenture (Apollo Commercial Real Estate Finance, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after March 15, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before March 15, 2026;
(ii) subject to clause (iii) below, if the Relevant Company elects a Settlement Method set forth below for such Option is not Net Share Settlementwith respect to the conversion of any Note whose Conversion Date occurs before March 15, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note, with a copy to the Trustee and the Conversion Agent, no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after March 15, 2026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after March 15, 2026;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note, with a copy to the Trustee and the Conversion Agent, of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such Relevant Settlement Method, but only if notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method Election Conditions will be subject to Sections 4.03(D), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company will have been satisfied the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Counterparty shall have notified Dealer of the Relevant Conversion Agent), to elect to irrevocably fix the Settlement Method or to irrevocably elect Combination Settlement and eliminate a Specified Dollar Amount or range of Specified Dollar Amounts. If the Company makes such an irrevocable election, then such election will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. In addition, if the Company irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. Notwithstanding the foregoing, no such change in the Notice Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For the avoidance of Exercise doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or Notice of Final the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to on its website or disclose the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) same in a combination of cash and Shares pursuant to Section 12.01(d)(iiicurrent report on Form 8-K (or any successor form) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement methodthat is filed with, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casefurnished to, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andSEC.
Appears in 1 contract
Sources: Indenture (Eventbrite, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after May 15, 2032 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on May 15, 2032;
(ii) subject to clause (iii) below, if the Relevant Company elects a Settlement Method set forth below for such Option is not Net Share Settlementwith respect to the conversion of any Note whose Conversion Date occurs before May 15, 2032, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after May 15, 2032, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after May 15, 2032;
(iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such Relevant Settlement Method, but only if notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method Election Conditions will be subject to Section 5.09(A)(2). In addition, the Company will have been satisfied the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Counterparty shall have notified Dealer of the Relevant Conversion Agent), to elect to irrevocably fix the Settlement Method or to irrevocably elect Combination Settlement and eliminated a Specified Dollar Amount or range of Specified Dollar Amounts. If the Company makes such an irrevocable election, then such election will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders,. In addition, if the Company irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election. However, in all cases, no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture and in no event may the Notice Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Exercise Notes. Such notice, if sent, must set forth the applicable Settlement Method or Notice Specified Dollar Amounts and expressly state that the election is irrevocable and applicable to all conversions of Final Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to on the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of Company’s website or disclose the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) same in a combination of cash and Shares pursuant to Section 12.01(d)(iiicurrent report on Form 8-K (or any successor form) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement methodthat is filed with, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casefurnished to, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andSEC.
Appears in 1 contract
Settlement Method. For any OptionSubject to Section 4.08, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to Aggregate Share Cap, the Ownership Limitation and Section 4.15(b), upon the conversion of any Note, the Company shall settle its such conversion obligations by paying or delivering, as applicable and as provided in respect of the related Relevant Convertible Note this Article 4, either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in Section 4.02(b)(1) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 4.02(b)(3) (a “Combination Settlement”). The Company shall have the right in its sole discretion to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) (x) all conversions of Notes whose Conversion Date occurs on or after the 47th Scheduled Trading Day immediately preceding the Maturity Date will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to the Holders, through the Trustee, in the Company’s name and at the Company’s expense, no later than the Close of Business on the Business Day immediately preceding such date and (y) all conversions for which the Conversion Date occurs during the Redemption Conversion Period will be settled using the same Settlement Method and the Company shall send written notice of such Settlement Method to Holders, through the Trustee, in the Company’s name and at the Company’s expense, concurrently with delivery of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, Redemption Notice;
(ii) the Relevant Company shall use the same Settlement Method for such Option all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in Section 4.02(a)(1)(i) above);
(iiiii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in Company elects a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before the 47th Scheduled Trading Day immediately preceding the Maturity Date and not during a Redemption Conversion Period, the Company shall send written notice of such Settlement Method to the Holder of such Note through the Trustee, in the Company’s name and at the Company’s expense, which, if the Company elects Combination Settlement, will include the Specified Dollar Amount (the “Specified Dollar Amount Election Notice”), no later than the first Business Day following the Conversion Date for such Option shall be Combination Settlement; andconverted Note (the “Settlement Method Deadline”);
Appears in 1 contract
Sources: Indenture (Iconix Brand Group, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company shall settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicableapplicable and as provided in this Article X, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in Section 10.03(a)(ii)(1) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 10.03(a)(ii)(3) (a “Combination Settlement”). The Company shall have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(1) (x) all conversions of Notes whose Conversion Date occurs on or after April 15, 2022 will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to Holders, through the Trustee, no later than the Close of Business on the Business Day immediately preceding April 15, 2022 and (y) all conversions for which the Conversion Date occurs during the Redemption Conversion Period will be settled using a single Settlement Method and the Company shall sent written notice of such Settlement Method to Holders, through the Trustee concurrently with delivery of the Redemption Notice;
(2) the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (a)(i)(1) above);
(3) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before April 15, 2022 and not during a Redemption Conversion Period, the Company shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee, no later no later than the Close of Business on the second Scheduled Trading Day immediately following such Conversion Date;
(4) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of such Note equal to $1,000;
(5) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of such Note; and
(6) the Settlement Method shall be subject to clause (II) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect first sentence of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andSection 10.08(a).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(2) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”).
(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(1) subject to clause (3) below, all conversions of Notes with a Conversion Date that occurs on or after June 15, 2030 will be settled using the same Settlement Method, and the Company will send written notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Open of Business on June 15, 2030;
(2) subject to clause (3) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before June 15, 2030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(3) if any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F) (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs during the related Redemption Conversion Period; and (b) if such Redemption Date occurs on or after June 15, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all conversions of Notes with a Conversion Date that occurs on or after June 15, 2030;
(4) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (1) or (3) above);
(5) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(6) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(7) the Settlement Method will be subject to Sections 4.03(D), 5.09(A)(2), 5.01(C)(i)(3)(a) and 5.07(D).
(ii) The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (C2) in a combination of cash and Shares pursuant to Section 12.01(d)(iiiirrevocably eliminate any one or more (but not all) of the Indenture Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts) with respect to USD 1,000all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, in each case, that (w) the Relevant Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture (including pursuant to Section 8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if Counterparty has needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to settle its conversion obligations in respect all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. Notwithstanding any of the related Relevant Convertible Note foregoing, in a combination of cash and Shares pursuant to Section 12.01(d)(iiino event may the Company elect (whether directly or by eliminating all other Settlement Methods) of the Indenture Combination Settlement with a Specified Cash Dollar Amount greater that is less than USD 1,000$1,000 per $1,000 of principal amount of Notes. For the avoidance of doubt, then such an irrevocable election, if made, will be effective without the Relevant Settlement Method for need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (ADTRAN Holdings, Inc.)
Settlement Method. For Upon the Conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise Conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).
(i) The Company’s Right to Section 12.01(d)(iiiElect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any Conversion of a Note; provided, however, that:
(1) all Conversions of Notes with a Conversion Date that occurs on or after January 2, 2029 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Open of Business on January 2, 2029;
(2) if the Company elects a Settlement Method with respect to the Conversion of any Note whose Conversion Date occurs before January 2, 2029, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(3) the Company will use the same Settlement Method for all Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to Conversions of Notes with different Conversion Dates, except as provided in clause (1) above);
(4) if the Company does not timely elect a Settlement Method with respect to the Conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(5) if the Company timely elects Combination Settlement with respect to the Conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Trustee and the Conversion Agent) of the Indenture with a applicable Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Dollar Amount, then the Relevant Specified Dollar Amount for such Conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(6) the Settlement Method for such Option shall will be Combination Settlement; andsubject to Section 5.01(C)(i)(3)(a).
Appears in 1 contract
Sources: Indenture (Cardlytics, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company shall settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicableapplicable and as provided in this Article XII, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in the proviso to Section 12.02(b) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 12.01(d)(iii12.02(b) (a “Combination Settlement”). The Company shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) all conversions of Notes whose Conversion Date occurs on or after the Indenture 162nd Scheduled Trading Day immediately preceding the scheduled Maturity Date will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method, to the Holders, the Conversion Agent and the Trustee no later than the 165th Scheduled Trading Day immediately preceding the scheduled Maturity Date;
(ii) the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above);
(iii) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before December 15, 2018, the Company shall send written notice of such Settlement Method to the Holder of such Note, the Conversion Agent and the Trustee no later no later than the Close of Business on the Trading Day immediately following such Conversion Date;
(iv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Cash Dollar Amount per $1,000 principal amount of such Note equal to USD $1,000, then, in each case; and
(v) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect Conversion Agent, and the Trustee of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Dollar Amount, then the Relevant Settlement Method Specified Dollar Amount for such Option shall conversion will be Combination Settlement; anddeemed to be $1,000 per $1,000 principal amount of such Note.
Appears in 1 contract
Sources: First Supplemental Indenture (Renewable Energy Group, Inc.)
Settlement Method. For In respect of any Option, Net Share Settlement, Combination Settlement or Cash Settlement, as specified by Counterparty in the Notice of Final Settlement Method; provided that that: (i) if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Notice of Final Settlement Method for such Option shall specifies that Net Share Settlement will be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Option and Counterparty has elected (or, in the case of (C), is deemed to have elected) to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i14.02(a)(iv)(A) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); , (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); ) or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if the Notice of Final Settlement Method for such Option specifies that Combination Settlement will be the Relevant Settlement Method for such Option, together with the applicable Specified Cash Amount, and Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii14.02(a)(iv)(C) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andand (iii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant to Section 14.02(a)(iv)(B) of the Indenture (such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement. If Counterparty elects for Net Share Settlement or Combination Settlement to apply to any Options hereunder, Counterparty will be deemed to have concurrently represented to Dealer that none of the Shares delivered by Dealer upon settlement of such Options will constitute a “prohibited distribution” under Section 301 of the Companies Law.
Appears in 1 contract
Sources: Base Call Option Transaction (Fiverr International Ltd.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash (in no event with a Specified Dollar Amount less than $1,000 per $1,000 principal amount of Notes) and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after September 1, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on September 1, 2025;
(ii) subject to clause (iii) below, if the Relevant Company elects a Settlement Method set forth below for such Option is not Net Share Settlementwith respect to the conversion of any Note whose Conversion Date occurs before September 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after September 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after September 1, 2025;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such Relevant Settlement Methodnotification will not constitute a Default or Event of Default), but only if and in no event will the Specified Dollar Amount applicable to any conversion of any Note be less than $1,000 per $1,000 principal amount of Notes.; and
(vii) the Settlement Method Election Conditions will be subject to Section 5.09(A)(2). In addition, the Company will have been satisfied the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Counterparty shall have notified Dealer of the Relevant Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). However, in all cases, no such irrevocable election will affect any Settlement Method thereto elected (or deemed elected) with any Note pursuant to this Indenture and in no event may the Notice Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 principal amount of Exercise Notes. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or Notice after the date such notice is sent to Holders. For the avoidance of Final doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to the provisions described above, then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to on its website or disclose the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) same in a combination of cash and Shares pursuant to Section 12.01(d)(iiicurrent report on Form 8-K (or any successor form) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement methodthat is filed with, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casefurnished to, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andSEC.
Appears in 1 contract
Sources: Indenture (Haemonetics Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after December 2, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before December 2, 2024;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before December 2, 2024, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) and (G), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after December 2, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after December 2, in each case, 2024;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.
Appears in 1 contract
Sources: Indenture (Envista Holdings Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 1, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on February 1, 2026;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before February 1, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (2) if such Redemption Date occurs on or after February 1, 2026, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after February 1, in each case, 2026;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Sections 4.03(D), 5.09(A)(2) and Shares 5.01(C)(i)(3)(a). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (CNX Resources Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) Ordinary Shares, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) all conversions of the Indenture Notes with a Specified Conversion Date that occurs on or after September 30, 2025 will be settled using Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; ;
(ii) if Counterparty has elected the Company elects a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible any Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000whose Conversion Date occurs before September 30, 2025, then the Relevant Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above);
(iv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default); FullDPWPathandDateText US-DOCS\113092644.12
(v) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note, the Trustee and the Conversion Agent of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vi) the Settlement Method will be subject to Section 5.09(A)(2).
Appears in 1 contract
Sources: Indenture (Farfetch LTD)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares, as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares, as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after November 15, 2022 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before November 15, 2022;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before November 15, 2022, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after November 15, 2022, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after November 15, in each case, 2022;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.08(A)(2).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 15, 2028 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on February 15, 2028;
(ii) subject to clause (iii) below, if the Relevant Company elects a Settlement Method set forth below for such Option is not Net Share Settlementwith respect to the conversion of any Note whose Conversion Date occurs before February 15, 2028, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after February 15, 2028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after February 15, 2028;
(iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such Relevant Settlement Method, but only if notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method Election Conditions will be subject to Section 5.09(A)(2). In addition, the Company will have been satisfied the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Counterparty shall have notified Dealer of the Relevant Conversion Agent), to elect to irrevocably fix the Settlement Method or to irrevocably elect Combination Settlement and eliminated a Specified Dollar Amount or range of Specified Dollar Amounts. If the Company makes such an irrevocable election, then such election will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders,. In addition, if the Company irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election. However, in all cases, no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture and in no event may the Notice Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Exercise Notes. Such notice, if sent, must set forth the applicable Settlement Method or Notice Specified Dollar Amounts and expressly state that the election is irrevocable and applicable to all conversions of Final Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to on the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of Company’s website or disclose the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) same in a combination of cash and Shares pursuant to Section 12.01(d)(iiicurrent report on Form 8-K (or any successor form) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement methodthat is filed with, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casefurnished to, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andSEC.
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).
(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(1) subject to clause (3) below, all conversions of Notes with a Conversion Date that occurs on or after [●] will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders (with a written copy to the Trustee) and the Conversion Agent (if other than the Trustee) no later than the Open of Business on [●];
(2) subject to clause (3) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before [●], then the Company will send notice of such Settlement Method to the Holder of such Note (with a written copy to the Trustee) and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(3) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after [●], then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all conversions of Notes with a Conversion Date that occurs on or after [●];
(4) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (1) or (3) above);
(5) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(6) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(7) the Settlement Method will be subject to Sections 4.03(D) and 5.09(A)(2).
(ii) The Company’s Right to Irrevocably Fix the Settlement Method. The Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (2) irrevocably elect Combination Settlement to apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, and eliminate a Specified Cash Dollar Amount equal or range of Specified Dollar Amounts that will apply to USD 1,000such conversions, thenprovided, in each case, that (w) the Relevant Settlement Method(s) so elected pursuant to clause (1) or (2) above must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) of or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Indenture Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Cash Dollar Amount greater than USD 1,000that is consistent with such irrevocable election. Such notice, then if sent, must set forth the Relevant applicable Settlement Method for and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such Option shall notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be Combination Settlement; andeffective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).
Appears in 1 contract
Sources: Indenture (Starry Holdings, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) Ordinary Shares, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after August 15, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Scheduled Trading Day immediately before August 15, 2025;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before August 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(H), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after August 15, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after August 15, in each case, 2025;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Sections 4.03(E), 5.09(A)(2) and Shares 5.01(C)(i)(3)(a). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company shall settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicableapplicable and as provided in this Article 10, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in Section 10.03(a)(ii)(1) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 10.03(a)(ii)(3) (a “Combination Settlement”). The Company shall have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(1) (x) all conversions of Notes whose Conversion Date occurs on or after [ ]30 will be settled using the same Settlement Method, and the Company shall send written notice of such Settlement Method to Holders, through the Trustee, no later than the Close of Business on the Business Day immediately preceding [ ]31 and (y) all conversions for which the Conversion Date occurs during the Redemption Conversion Period will be settled using a single Settlement Method and the Company shall send written notice of such Settlement Method to Holders, through the Trustee concurrently with delivery of the Redemption Notice;
(2) the Company shall use the same Settlement Method for all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (a)(i)(1) above);
(3) if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before [ ]32 and not during a Redemption Conversion Period, the Company shall send written notice of such Settlement Method to the Holder of such Note, through the Trustee, no later no later than the Close of Business on the second Scheduled Trading Day immediately following such Conversion Date;
(4) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of such Note equal to $1,000;
(5) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of such Note; and
(6) the Settlement Method shall be subject to clause (II) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, first sentence of Section 10.08(a). 30 To be the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of date six months immediately preceding the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andMaturity Date.
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after September 1, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before September 1, 2025;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before September 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) and (G), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after September 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after September 1, in each case, 2025;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlementobligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above); #92925316v9
(iiv) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its option.
Appears in 1 contract
Sources: Indenture (Bandwidth Inc.)
Settlement Method. For any Option, Net Share Settlement; provided that if (a) Any conversion of the Relevant Settlement Method set forth below Loans will be deemed to have been effected on the Conversion Date for such Option is not Net Share SettlementLoans and, then for any shares of Common Stock that Holdings issues upon such conversion, the Settlement Method Person in whose name the certificate or certificates for such Option shall shares will be registered will become the holder of record of such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer shares as of the Relevant Settlement Method in Close of Business on the Notice Conversion Date.
(b) On and after the Conversion Date, with respect to a conversion of Exercise all or Notice a portion of Final Settlement Methoda Lender’s Loans, as applicable, for such Option. Relevant Settlement Method: In all rights of the Lender with respect of any Option, subject to the Settlement Method Election Conditions: Loans being converted will terminate, other than the right to receive the consideration deliverable upon conversion of such Loans as provided herein.
(c) For each $1.00 principal amount of Loans to be converted, on the third Business Day following the Conversion Date, Holdings will deliver to the converting Lender (i) a number of shares of Common Stock equal to the applicable Conversion Rate on the Conversion Date plus (ii) cash in lieu of fractional shares, if Counterparty has elected any, as described in Section 2.12.2.
(d) Before any Lender shall be entitled to settle its conversion obligations convert all or a portion of such ▇▇▇▇▇▇’s Loans as set forth above, such Lender will complete and manually sign and deliver an irrevocable written notice to the Agent in respect the form attached hereto as Exhibit G (or a facsimile thereof) (a “Notice of Conversion”) at the office of the related Relevant Convertible Note Agent and shall state in writing therein the principal amount of Loans to be converted and the name or names (Awith addresses) entirely in Shares which such Lender wishes the certificate or certificates for any shares of Common Stock, to be delivered upon settlement of the Conversion Obligation to be registered, and, if required, pay all taxes or duties required pursuant to Section 12.01(d)(i) 2.12.5, if any. A copy of the Indenture duly completed and executed Notice of Conversion shall also be delivered to Holdings at the address set forth on Annex II. The Loans shall be deemed to have been converted immediately prior to the Close of Business on the date (the “Conversion Date”) that the Lender has complied with the requirements set forth in this Section 2.12.
(e) Delivery of the shares of Common Stock owing in satisfaction of the Conversion Obligation will be made by Holdings in no event later than the date specified in this Section 2.12.
1. Holdings will make such delivery by issuing, or causing to be issued, and delivering to such Lender, or such Lender’s nominee or nominees, certificates or a book-entry transfer for the number of full shares of Common Stock to which such Lender shall be entitled as part of such Conversion Obligation (together with cash in lieu of any fractional Sharesshares as described in Section 2.12.2).
(f) Except as provided in Section 2.12.3, no adjustment will be made for dividends on any shares of Common Stock issued upon the conversion of any Loans as provided in this Section 2.12.
(g) The Loan Parties shall notify the Agent in writing of any conversion of Loans effected through any entity other than the Agent.
(h) In connection with, and within sixty (60) calendar days of, any conversion of Loans, the Borrower shall pay in cash to the Lender of such Loans all accrued and unpaid interest on such Loans to, but not including the date of settlement methodfor such conversion. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, “Settlement no Applicable Prepayment Premium shall be due or payable in Shares”); (B) in a combination connection with any conversion of cash and Shares Loans pursuant to this Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and2.12.
Appears in 1 contract
Sources: Loan and Security Agreement (Microvast Holdings, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) Ordinary Shares, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after January 1, 2027 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on January 1, 2027;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before January 1, 2027, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(G), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after January 1, 2027, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after January 1, in each case, 2027;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Indenture, including, without limitation, Section 4.03(E) and Section 5.03(A)). Concurrently with providing such notice to all Holders of an election to irrevocably fix the Settlement Method, the Company will promptly issue a report on Form 6-K or press release announcing that the Company has elected to settle its conversion obligations in respect irrevocably fix the Settlement Method. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the related Relevant Convertible Note in a combination date such notice is sent to Holders. For the avoidance of cash and Shares doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Farfetch LTD)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after August 15, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on August 15, 2025;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before August 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if the Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(G), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after August 15, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after August 15, in each case, 2025;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: First Supplemental Indenture (Collegium Pharmaceutical, Inc)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after March 30, 2025 will be settled using the same Settlement Method, and the Company will provide written notice of such Settlement Method to Holders and the Trustee no later than the Close of Business on the Scheduled Trading Day immediately preceding March 30, 2025;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before March 30, 2025, then the Company will provide written notice of such Settlement Method to the converting Holder of such Note and the Trustee no later than the Close of Business on the Scheduled Trading Day immediately after such Conversion Date (and, in any event, no later than the Close of Business on the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the related Observation Period);
(iii) if any Notes are called for Redemption, then the Company will specify in the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.04(F) the Settlement Method that will apply to all conversions of Notes on or after the Indenture with a Specified Cash Amount equal related Redemption Notice Date and prior to USD 1,000, then, in each case, the Relevant Close of Business on the second Scheduled Trading Day immediately preceding the related Redemption Date;
(iv) the Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (but, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the converting Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely make such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.08(A)(2).
Appears in 1 contract
Sources: Indenture (K2m Group Holdings, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) all conversions of the Indenture Notes with a Specified Cash Amount equal to USD 1,000Conversion Date that occurs on or after April 15, then2025 will be settled using the same Settlement Method, in each case, and the Relevant Company will send notice of such Settlement Method for such Option shall be Net Share Settlement; to Holders and the Conversion Agent no later than the Open of Business on April 15, 2025;
(ii) if Counterparty has the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before April 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i));
(iv) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(v) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vi) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: First Supplemental Indenture (Mesa Laboratories Inc /Co)
Settlement Method. For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, Method for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected elected, or is deemed to have elected, to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i5.03(C)(i)(1) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); , (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(C)(i)(3) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); ) or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(C)(i)(3) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(C)(i)(3) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andand (iii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant to Section 5.03(C)(i)(2) of the Indenture (such settlement method, “Settlement in
Appears in 1 contract
Sources: Call Option Transaction (Super Micro Computer, Inc.)
Settlement Method. For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, Method for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected elected, or is deemed to have elected, to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i5.03(B)(i)(1) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); , (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andand (iii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant to Section 5.03(B)(i)(2) of the Indenture (such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement.
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after November 1, 2029 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before November 1, 2029;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before November 1, 2029, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iiiSections 4.03(F) and (G), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after November 1, 2029, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after November 1, in each case, 2029;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(iv)(2) and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect in accordance with this Indenture that will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. Notwithstanding the foregoing or anything to the contrary in this Indenture, no such change in the Default Settlement Method or irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Company may nonetheless choose to execute such an amendment at its conversion obligations option. Notwithstanding the foregoing, and regardless of the applicable Conversion Date, the Company may (to the extent not otherwise limited by the terms of this Indenture) specify a separate Settlement Method solely in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) Notes held by the Initial Purchasers by separate notice of the Indenture with a Specified Cash Amount greater than USD 1,000, then same to the Relevant Settlement Method for such Option shall be Combination Settlement; andInitial Purchasers.
Appears in 1 contract
Sources: Indenture (2U, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after January 15, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before January 15, 2024;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before January 15, 2024, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the second (2nd) Business Day immediately after such Conversion Date (or, if the T+2 Effective Date has occurred by such Conversion Date, no later than the Close of Business on the Business Day immediately after such Conversion Date);
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after January 15, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after January 15, in each case, 2024;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2)
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after November 1, 2028 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before November 1, 2028;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before November 1, 2028, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after November 1, 2028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after November 1, 2028;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, the Trustee and the Conversion Agent, elect to irrevocably fix the Settlement Method or to irrevocably elect Combination Settlement and eliminate a Specified Dollar Amount or range of Specified Dollar Amounts. If the Company makes such an irrevocable election, then such election will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. In addition, if the Company irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company shall, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Cash Dollar Amount equal to USD 1,000, thenthat is consistent with such irrevocable election. However, in each caseall cases, no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle an amendment at its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andoption.
Appears in 1 contract
Sources: Indenture (Vertex, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and Ordinary Shares, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(2) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 15, 2030 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Scheduled Trading Day immediately before February 15, 2030;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before February 15, 2030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(H), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after February 15, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after February 15, 2030;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 4.03(E), 5.09(A)(2) and 5.01(C)(i)(3)(a). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)), to (1) irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (C2) in a combination of cash and Shares pursuant to Section 12.01(d)(iiiirrevocably eliminate any one or more (but not all) of the Indenture Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts) with respect to USD 1,000all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, in each case, that (v) in no event will the Relevant Company elect (whether directly or by eliminating all other Settlement Methods) Combination Settlement with a specified dollar amount that is less than $1,000 per $1,000 principal amount of Notes; (w) the Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method to any Settlement Method they are then permitted to elect (by sending notice of the Indenture with a Specified Cash Amount greater than USD 1,000new Default Settlement Method to the Holders, the Trustee and the Conversion Agent) or irrevocably fixes the Settlement Method(s) pursuant to the immediately preceding paragraph, then the Relevant Company will either post the Default Settlement Method for such Option shall be Combination Settlement; andor fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.
Appears in 1 contract
Settlement Method. For any Option, Net Share Settlement; provided that if Upon the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect conversion of any OptionNote, the Company shall, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to Section 1002(j), settle its such conversion obligations by paying or delivering, as applicable and as provided in respect of the related Relevant Convertible Note this Article Ten, either (A) entirely in Shares pursuant to Section 12.01(d)(isolely cash (a “Cash Settlement”); (B) shares of the Indenture (together Common Stock, together, if applicable, with cash in lieu of fractional Sharesshares as provided in the proviso to Section 1002(b) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Physical Settlement”); or (C) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in the proviso to Section 12.01(d)(iii1002(b) (a “Combination Settlement”). The Company shall have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) all conversions of Notes whose Conversion Date occurs on or after December 15, 2035 will be settled using the Indenture with a Specified Cash Amount equal same Settlement Method, and the Company shall send written notice of such Settlement Method, to USD 1,000, then, in each casethe Holders, the Relevant Conversion Agent and the Trustee no later than December 15, 2035;
(ii) the Company shall use the same Settlement Method for such Option all conversions of Notes whose Conversion Dates occur on the same day (and, for the avoidance of doubt, the Company shall not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) above);
(iii) if Counterparty has elected the Company elects a Settlement Method with respect to settle its the conversion obligations in of any Note whose Conversion Date occurs before December 15, 2035, the Company shall send written notice of such Settlement Method to the Holder of such Note, the Conversion Agent and the Trustee no later no later than the Close of Business on the Trading Day immediately following such Conversion Date;
(iv) if the Company does not timely elect a Settlement Method with respect to the conversion of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method; and
(v) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note, the Conversion Agent, and the Trustee of the Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be the Capped Combination Settlement Cash Amount; provided, further, that, notwithstanding anything to the contrary in this Section 1002(a), if the Company calls any Notes for Redemption, then the Company shall specify in the related Redemption Notice the Settlement Method for such Option shall be Combination Settlement; andthat will apply to all conversions with a Conversion Date that occurs on or after the Redemption Notice Date and before the related Redemption Date.
Appears in 1 contract
Settlement Method. For Upon the Conversion of any OptionNote, Net Share Settlementthe Company will settle such
(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any Conversion of a Note; provided, however, that: (1) subject to clause (3) below, all Conversions of Notes with a Conversion Date that occurs on or after March 17, 2031 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders no later than the Open of Business on March 17, 2031; (2) subject to clause (3) below, if the Company elects a Settlement Method with respect to the Conversion of any Note whose Conversion Date occurs before March 17, 2031, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date; (3) if any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.04(F), the Settlement Method that will apply to all Conversions of Notes called for Redemption with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (b) if such Redemption Date occurs on or after March 17, 2031, then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all Conversions of Notes with a Conversion Date that occurs on or after March 17, 2031; (4) the Company will use the same Settlement Method for all Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to Conversions of Notes with different Conversion Dates, except as provided in clause (1) or (3) above); (5) if the Company does not timely elect a Settlement Method with respect to the Conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); (6) if the Company timely elects Combination Settlement with respect to the Conversion of a Note but does not timely notify the Holder of such Note of
(ii) The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)), to (1) irrevocably fix the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Dollar Amount or range of Specified Dollar Amounts; provided that if the Relevant Company is then otherwise permitted to elect the applicable Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer Method(s)) with respect to all Conversions of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture Notes with a Specified Cash Amount less than USD 1,000 (Conversion Date that occurs on or after the date such settlement methodnotice is sent to Holders, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, thenprovided, in each case, that (w) the Relevant Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election or Default Settlement Method change will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all Conversions of the Indenture Notes with a Specified Cash Amount greater than USD 1,000Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, then such an irrevocable election, if made, will be effective without the Relevant Settlement Method for need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Core Scientific, Inc./Tx)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 15, 2036 will be settled using the same Settlement Method, and the Company will provide written notice of such Settlement Method to Holders and the Trustee no later than the Close of Business on the Scheduled Trading Day immediately before February 15, 2036;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before February 15, 2036, then the Company will provide written notice of such Settlement Method to the Holder of such Note and the Trustee no later than the Close of Business on the second (2nd) Business Day immediately after such Conversion Date (and, in any event, no later than the Close of Business on the Business Day immediately preceding the first VWAP Trading Day of the related Observation Period);
(iii) if any Notes are called for Redemption, then the Company will specify in the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.04(F) the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal to USD 1,000, then, in each case, Conversion Date that occurs on or after the Relevant related Redemption Notice Date and before the Business Day immediately before the related Redemption Date;
(iv) the Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely make such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.08(A)(2).
Appears in 1 contract
Sources: Indenture (K2m Group Holdings, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 15, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on February 15, 2025;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before February 15, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the Close of Business on the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after February 15, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after February 15, in each case, 2025;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) notwithstanding anything to the contrary in clause (i) or (ii) above, if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after the ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, then, in each case, applies to all conversions of Notes with a Conversion Date that occurs on or after the Relevant ninety-fifth (95th) Scheduled Trading Day immediately before the Maturity Date;
(iv) the Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); Table of Contents
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2).
Appears in 1 contract
Sources: Indenture (Omeros Corp)
Settlement Method. For Upon the Conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise Conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(2) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”).
(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any Conversion of a Note; provided, however, that:
(1) subject to clause (3) below, all Conversions of Notes with a Conversion Date that occurs on or after June 1, 2030 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Open of Business on June 1, 2030;
(2) subject to clause (3) below, if the Company elects a Settlement Method with respect to the Conversion of any Note whose Conversion Date occurs before June 1, 2030, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and the Conversion Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Conversion Date;
(3) if any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.04(F), the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (b) if such Redemption Date occurs on or after June 1, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all Conversions of Notes with a Conversion Date that occurs on or after June 1, 2030;
(4) the Company will use the same Settlement Method for all Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to Conversions of Notes with different Conversion Dates, except as provided in clause (1) or (3) above);
(5) if the Company does not timely elect a Settlement Method with respect to the Conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); and
(6) if the Company timely elects Combination Settlement with respect to the Conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default). At or before the time the Company sends any notice referred to in the preceding sentence, the Company will send a copy of such notice to the Trustee and the Conversion Agent (if other than the Trustee), but the failure to timely send such copy will not affect the validity of any Settlement Method election.
(ii) The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)), to (1) irrevocably fix the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (C2) in a combination of cash and Shares pursuant to Section 12.01(d)(iiiirrevocably eliminate any one or more (but not all) of the Indenture Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts) with respect to USD 1,000all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, in each case, that (v) in no event will the Relevant Company elect (whether directly or by eliminating all other Settlement Methods) Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Notes; (w) the Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all Conversions of the Indenture Notes with a Specified Cash Amount greater than USD 1,000Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, then such an irrevocable election, if made, will be effective without the Relevant Settlement Method for need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Avnet Inc)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after September 1, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on September 1, 2024;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before September 1, 2024, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after September 1, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after September 1, in each case, 2024;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Pegasystems Inc)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement Method”) The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after [ l ], 202[ l ] will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before [ l ], 202[ l ];
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before [ l ], 202[ l ], then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal to USD 1,000, then, in each case, Conversion Date that occurs on or after the Relevant related Redemption Notice Date and before the Close of Business on the Business Day immediately before the related Redemption Date;
(iv) the Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates);
(iiv) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after the Free Convertibility Date will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to Holders and the Conversion Agent no later than the Open of Business on the Free Convertibility Date;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before the Free Convertibility Date, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after the Free Convertibility Date;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Conversion Agent) of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts) with respect to USD 1,000all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, in each case, that (w) the Relevant Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election or Default Settlement Method change will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A); upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election and expressly state that the election is irrevocable and applicable to all conversions of the Indenture Notes with a Specified Cash Amount greater than USD 1,000Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method pursuant to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to this Section 5.03(A), then the Relevant Company will either post the Default Settlement Method for such Option shall be Combination Settlement; andor fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the SEC.
Appears in 1 contract
Sources: Indenture (SoFi Technologies, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement” and together with Physical Settlements and Cash Settlements, a “Settlement Method”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) if any Notes are called for Redemption, then the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal to USD 1,000, then, in each case, Conversion Date that occurs on or after the Relevant related Redemption Notice Date and before the Close of Business on the Business Day immediately before the related Redemption Date;
(ii) the Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates);
(iiiii) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(iv) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(v) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (MultiPlan Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after July 15, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before July 15, 2026;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before July 15, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after July 15, 2026, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after July 15, in each case, 2026;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of such Note of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after August 15, 2030 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on August 15, 2030;
(ii) subject to clause (iii) below, if the Relevant Company elects a Settlement Method set forth below for such Option is not Net Share Settlementwith respect to the conversion of any Note whose Conversion Date occurs before August 15, 2030, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after August 15, 2030, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after August 15, 2030;
(iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such Relevant Settlement Method, but only if notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method Election Conditions will be subject to Section 5.09(A)(2). In addition, the Company will have been satisfied the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Counterparty shall have notified Dealer of the Relevant Conversion Agent), to elect to irrevocably fix the Settlement Method or to irrevocably elect Combination Settlement and eliminated a Specified Dollar Amount or range of Specified Dollar Amounts. If the Company makes such an irrevocable election, then such election will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders,. In addition, if the Company irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election. However, in all cases, no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture and in no event may the Notice Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Exercise Notes. Such notice, if sent, must set forth the applicable Settlement Method or Notice Specified Dollar Amounts and expressly state that the election is irrevocable and applicable to all conversions of Final Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to on the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of Company’s website or disclose the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) same in a combination of cash and Shares pursuant to Section 12.01(d)(iiicurrent report on Form 8-K (or any successor form) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement methodthat is filed with, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casefurnished to, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andSEC.
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after June 1, 2024 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on June 1, 2024;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before June 1, 2024, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after June 1, 2024, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after June 1, 2024;
(iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be as follows: (i) if the relevant Conversion Date is before the first date the stockholder approval set forth in clause (A) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casedefinition of Requisite Stockholder Approval is obtained, the Relevant Capped Combination Settlement Method for such Option shall be Net Share SettlementSpecified Dollar Amount; and (ii) if Counterparty has elected in all other cases, $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to settle its conversion obligations in respect timely send such notification will not constitute a Default or Event of Default);
(vii) the related Relevant Convertible Note in a combination of cash and Shares pursuant Settlement Method will be subject to Section 12.01(d)(iii5.08(A)(2); and
(viii) notwithstanding anything to the contrary in this Indenture or the Notes, (x) Cash Settlement will apply to any conversion of a Note whose Conversion Date occurs before the first date the stockholder approval set forth in clause (B) of the Indenture with a Specified Cash Amount greater definition of Requisite Stockholder Approval is obtained; and (y) the Company will not be permitted to elect Physical Settlement or Combination Settlement (other than USD 1,000, then the Relevant Settlement Method for such Option shall be Capped Combination Settlement; and) with respect to any conversion of a Note whose Conversion Date occurs on or after the first date the stockholder approval set forth in clause (B) of the definition of Requisite Stockholder Approval is obtained but before the first date the stockholder approval set forth in clause (A) of the definition of Requisite Stockholder Approval is obtained.
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(2) (such settlement method, a “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after the Free Convertibility Date will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method (Cand, if it chooses Combination Settlement, the Specified Dollar Amount) to Holders and the Conversion Agent no later than the Open of Business on the Free Convertibility Date;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before the Free Convertibility Date, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a combination notice simultaneously sent to all Holders of cash and Shares Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after the Free Convertibility Date;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Conversion Agent) of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts) with respect to USD 1,000all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, in each case, that (v) in no event will the Relevant Company elect (whether directly or by eliminating all other Settlement Methods) Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Notes; (w) the Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election or Default Settlement Method change will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A); upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election and expressly state that the election is irrevocable and applicable to all conversions of the Indenture Notes with a Specified Cash Amount greater than USD 1,000Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method pursuant to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to this Section 5.03(A), then the Relevant Company will either post the Default Settlement Method for such Option shall be Combination Settlement; andor fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the SEC.
Appears in 1 contract
Sources: Indenture (SoFi Technologies, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Class A Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Class A Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 15, 2028 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to Holders and the Conversion Agent no later than the Open of Business on February 15, 2028;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before February 15, 2028, then the Company will send notice of such Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for redemption pursuant to Section 12.01(d)(iii4.02 or Section 4.03, then (1) the Company will specify, in the related Redemption Notice or Fundamental Change Notice, as applicable (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(F), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date or date of Fundamental Change Notice, as applicable, and before the related Redemption Date or Fundamental Change Redemption Date, as applicable; and (2) if such Redemption Date or Fundamental Change Redemption Date, as applicable, occurs on or after February 15, 2028, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after February 15, 2028;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clauses (i) or (iii) above;
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the Company’s failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note (with a copy to the Conversion Agent) of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the Company’s failure to timely send such notification will not constitute a Default or Event of Default); and (vii)the Settlement Method will be subject to Section 4.03(D) and Section 5.09(A)(iv)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts) with respect to USD 1,000all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, in each case, that (w) the Relevant Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election or Default Settlement Method change will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A); upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election and expressly state that the election is irrevocable and applicable to all conversions of the Indenture Notes with a Specified Cash Amount greater than USD 1,000Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method pursuant to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to this Section 5.03(A), then the Relevant Company will either post the Default Settlement Method for such Option shall be Combination Settlement; andor fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the SEC.
Appears in 1 contract
Settlement Method. For Upon the exchange of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise exchange by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). If Cash Settlement or Combination Settlement applies to Section 12.01(d)(iiian exchange, then the consideration due will be determined over an Observation Period consisting of forty (40) VWAP Trading Days. The Company will have the right to elect the Settlement Method applicable to any exchange of a Note; provided, however, that:
(i) all exchanges of Notes with an Exchange Date that occurs on or after February 1, 2026 will be settled using the Indenture with a Specified Cash Amount equal same Settlement Method, and the Company will send written notice of such Settlement Method to USD 1,000, then, in each caseHolders, the Relevant Settlement Method for such Option shall be Net Share Settlement; Trustee and the Exchange Agent (if other than the Trustee) no later than the Open of Business on February 1, 2026;
(ii) if Counterparty has the Company elects a Settlement Method with respect to the exchange of any Note whose Exchange Date occurs before February 1, 2026, then the Company will send written notice of such Settlement Method to the Holder of such Note, the Trustee and the Exchange Agent (if other than the Trustee) no later than the Close of Business on the Business Day immediately after such Exchange Date;
(iii) the Company will use the same Settlement Method for all exchanges of Notes with the same Exchange Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to exchanges of Notes with different Exchange Dates, except as provided in clause (i) above);
(iv) if the Company does not timely elect a Settlement Method with respect to the exchange of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its conversion obligations in timely make such election will not constitute a Default or Event of Default);
(v) if the Company timely elects Combination Settlement with respect to the exchange of a Note but does not timely notify the exchanging Holder, the Trustee and the Exchange Agent (if other than the Trustee) of the related Relevant Convertible applicable Specified Dollar Amount, then the Specified Dollar Amount for such exchange will be deemed to be $1,000 per $1,000 principal amount of Note in (and, for the avoidance of doubt, the failure to timely specify the applicable Specified Dollar Amount will not constitute a combination Default or Event of cash Default); and
(vi) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending written notice of such exercise to the Holders, the Trustee and Shares the Exchange Agent (if other than the Trustee), irrevocably fix the Settlement Method that will apply to all exchanges of Notes with an Exchange Date that occurs on or after the date such written notice is sent to Holders, the Trustee and the Exchange Agent (if other than the Trustee), provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such written notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all exchanges of Notes with an Exchange Date that occurs on or after the date such notice is sent. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii8.01(G) of (it being understood, however, that the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Combination Settlement; andan amendment at its option).
Appears in 1 contract
Sources: Indenture (Sabre Corp)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares pursuant shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to Section 12.01(d)(iiielect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) all conversions of the Indenture Notes with a Specified Cash Amount equal to USD 1,000Conversion Date that occurs on or after the Free Convertibility Date will be settled using the same Settlement Method, then, in each case, and the Relevant Company will send written notice of such Settlement Method for such Option shall be Net Share Settlement; to Holders and the Conversion Agent no later than the Open of Business on the Free Convertibility Date;
(ii) if Counterparty has elected the Company elects a Settlement Method with respect to settle its the conversion obligations of any Note whose Conversion Date occurs before the Free Convertibility Date, then the Company will send written notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in respect of the related Relevant Convertible Note Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a combination notice simultaneously sent to all Holders of cash and Shares Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii4.03(F), the Settlement Method (and, if it chooses Combination Settlement, the Specified Dollar Amount) that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after the Free Convertibility Date, then such Settlement Method must be the same Settlement Method that applies to all conversions of Notes with a Conversion Date that occurs on or after the Free Convertibility Date;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note as provided in (ii) and (iii) above, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note, the Trustee or the Conversion Agent (if other than the Trustee) of the Indenture with a applicable Specified Cash Amount greater than USD 1,000Dollar Amount, then the Relevant Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method for will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending written notice of such Option shall exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such written notice is sent to Holders, the Trustee and the Conversion Agent (if other than the Trustee). Such written notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent. For the avoidance of doubt, such an irrevocable election, if made, will be Combination Settlement; andeffective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).
Appears in 1 contract
Sources: Indenture (Bloomin' Brands, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) solely cash as provided in Section 5.03(B)(i)(1) (a “Cash Settlement”); or (y) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(2) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after September 1, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Open of Business on September 1, 2026;
(ii) subject to clause (iii) below, if the Relevant Company elects a Settlement Method set forth below for such Option is not Net Share Settlementwith respect to the conversion of any Note whose Conversion Date occurs before September 1, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 4.03(F), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after September 1, 2026, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after September 1, 2026;
(iv) the Company will use the same Settlement Method for all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such Option shall election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such Relevant Settlement Method, but only if notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method Election Conditions will be subject to Section 5.09(A)(2). In addition, the Company will have been satisfied the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Counterparty shall have notified Dealer of the Relevant Conversion Agent), to elect to irrevocably fix the Settlement Method or to irrevocably elect Combination Settlement and eliminated a Specified Dollar Amount or range of Specified Dollar Amounts. If the Company makes such an irrevocable election, then such election will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders,. In addition, if the Company irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company will, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Dollar Amount that is consistent with such irrevocable election. However, in all cases, no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Indenture and in no event may the Notice Company elect Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Exercise Notes. Such notice, if sent, must set forth the applicable Settlement Method or Notice Specified Dollar Amounts and expressly state that the election is irrevocable and applicable to all conversions of Final Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option). If the Company changes the Default Settlement Method or irrevocably fixes the Settlement Method pursuant to this Section 5.03(A), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to on the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of Company’s website or disclose the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) same in a combination of cash and Shares pursuant to Section 12.01(d)(iiicurrent report on Form 8-K (or any successor form) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement methodthat is filed with, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each casefurnished to, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andSEC.
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after November 1, 2023 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before November 1, 2023;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before November 1, 2023, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and on or before the Business Day immediately before the related Redemption Date; and (2) if such Redemption Date occurs on or after November 1, 2023, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after November 1, in each case, 2023;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2).
Appears in 1 contract
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”) or (z) a combination of cash and Shares pursuant to shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 12.01(d)(iii5.03(B)(i)(3) of the Indenture with (a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after October 1, 2027 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders, the Trustee and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before October 1, 2027;
(Cii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before October 1, 2027, then the Company will send notice of such Settlement Method to the Holder of such Note, the Trustee and Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in a combination of cash and Shares the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) and (G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after October 1, 2027, then such Settlement Method must be the same Settlement Method that, pursuant to clause (i) above, applies to all conversions of Notes with a Conversion Date that occurs on or after October 1, 2027;
(iv) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (i) or (iii) above);
(v) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the Indenture applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2)and 5.01(C)(i)(3)(a). In addition, the Company may, by notice to Holders, elect to irrevocably fix the Settlement Method or to irrevocably elect Combination Settlement and eliminate a Specified Dollar Amount or range of Specified Dollar Amounts. If the Company makes such an irrevocable election, then such election will apply to all conversions of Notes with a Conversion Date that is on or after the date the Company sends such notice. In addition, if the Company irrevocably elects Combination Settlement and eliminates a Specified Dollar Amount or range of Specified Dollar Amounts, then the Company shall, if needed, simultaneously change the Default Settlement Method to Combination Settlement with a Specified Cash Dollar Amount equal to USD 1,000, thenthat is consistent with such irrevocable election. However, in each caseall cases, no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to this Section 5.03(A). For avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend the Indenture or the Notes, including pursuant to Article 8. However, the Relevant Settlement Method for Company may nonetheless choose to execute such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle an amendment at its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andoption.
Appears in 1 contract
Sources: Indenture (Bandwidth Inc.)
Settlement Method. For Upon the Conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise Conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).
(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any Conversion of a Note; provided, however, that: (1) subject to clause (3) below, all Conversions of Notes with a Conversion Date that occurs on or after November 15, 2029 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders no later than the Open of Business on November 15, 2029; (2) subject to clause (3) below, if the Company elects a Settlement Method with respect to the Conversion of any Note whose Conversion Date occurs before November 15, 2029, then the Company will send notice of such Settlement Method to the Holder of such Note no later than the Close of Business on the Business Day immediately after such Conversion Date; (3) if any Notes are called for Redemption, then (a) the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all Conversions of the Indenture Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (b) if such Redemption Date occurs on or after November 15, 2029, then such Settlement Method must be the same Settlement Method that, pursuant to clause (1) above, applies to all Conversions of Notes with a Conversion Date that occurs on or after November 15, 2029; (4) the Company will use the same Settlement Method for all Conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to Conversions of Notes with different Conversion Dates, except as
(ii) The Company’s Right to Irrevocably Fix or Eliminate Settlement Methods. The Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to (1) irrevocably fix the Settlement Method that will apply to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement with a particular Specified Cash Dollar Amount equal or range of Specified Dollar Amounts) with respect to USD 1,000all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, thenprovided, in each case, that (w) the Relevant Settlement Method so elected pursuant to clause (1) above, or the Settlement Method(s) remaining after any elimination pursuant to clause (2) above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is then permitted to elect (for such Option shall be Net Share Settlementthe avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (iix) if Counterparty has no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to settle its conversion obligations in be elected) with respect of the related Relevant Convertible to any Note in a combination of cash and Shares pursuant to this Indenture (including pursuant to Section 12.01(d)(iii8.01(G) or this Section 5.03(A)); (y) upon any such irrevocable election pursuant to clause (1) above, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to clause (2) above, the Company will, if needed, simultaneously change the Default Settlement Method to a Settlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such election, and expressly state that the election is irrevocable and applicable to all Conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For
(iii) Requirement to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method pursuant to clause (x) of the Indenture with a Specified Cash Amount greater than USD 1,000proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to Section 5.03(A)(ii), then the Relevant Company will, substantially concurrently therewith, either post the Default Settlement Method for such Option shall be Combination Settlement; andor fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with, or furnished to, the SEC.
Appears in 1 contract
Sources: Indenture (Alkami Technology, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either: (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after January 15, 2026 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to the Holders and the Conversion Agent no later than the Open of Business on January 15, 2026;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before January 15, 2026, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then: (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii4.03(F) (and, in the case of a Redemption of less than all of the Indenture outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption), the Settlement Method that will apply to all conversions of Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after January 15, 2026, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after January 15, in each case, 2026;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to settle its timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion obligations in respect of a Note but does not timely notify the Holder of the related Relevant Convertible Note in applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a combination Default or Event of cash Default); and
(vii) the Settlement Method will be subject to Section 5.09(A)(2). In addition, the Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and Shares the Conversion Agent sent to them on the same day that the notice is sent to the Holders), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)). Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 12.01(d)(iii) of 8.01(G). The Trustee will have no responsibility to determine the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; andapplicable to any conversion of any Note.
Appears in 1 contract
Sources: Indenture (PetIQ, Inc.)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company may choose to settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 4, either (x) Common Shares, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 4.03(b)(ii) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 4.03(b)(i)(B) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares Common Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 4.03(b)(ii) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after December 15, 2023 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before December 15, 2023;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before December 15, 2023, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 3.10(g), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after December 15, 2023, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after December 15, in each case, 2023;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default); and
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlement; deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default).
Appears in 1 contract
Sources: Indenture (Herbalife Ltd.)
Settlement Method. For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise or Notice of Final Settlement Method, as applicable, Method for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Shares) (such settlement method, “Settlement in Shares”); (B) in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (C) in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(B)(i)(2) of the Indenture with a Specified Cash Amount equal to USD 1,000, then, in each case, the Relevant Settlement Method for such Option shall be Net Share Settlement; (ii) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii5.03(B)(i)(2) of the Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and (iii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant to Section 5.03(B)(i)(1) of the Indenture (such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement. Notwithstanding the foregoing, the Relevant Settlement Method for any Repayment Options exercised pursuant to “Notice of Exercise” above shall be Net Share Settlement or such other Settlement Method notified by Counterparty to Dealer in the Notice of Final Settlement Method and, if such Relevant Settlement Method is not Settlement in Cash or Net Share Settlement, the Specified Cash Amount for such Repayment Options shall be deemed to be the amount identified in the Notice of Final
Appears in 1 contract
Sources: Base Call Option Transaction (Progress Software Corp /Ma)
Settlement Method. For Upon the conversion of any OptionNote, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for Company will settle such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if the Settlement Method Election Conditions have been satisfied and Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Exercise conversion by paying or Notice of Final Settlement Methoddelivering, as applicable and as provided in this Article 5, either (x) shares of Common Stock, together, if applicable, for such Option. Relevant Settlement Method: In respect of any Option, subject to the Settlement Method Election Conditions: (i) if Counterparty has elected to settle its conversion obligations in respect of the related Relevant Convertible Note (A) entirely in Shares pursuant to Section 12.01(d)(i) of the Indenture (together with cash in lieu of fractional Sharesshares as provided in Section 5.03(B)(i)(1) (such settlement method, a “Settlement in SharesPhysical Settlement”); (By) solely cash as provided in Section 5.03(B)(i)(2) (a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified “Cash Amount less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”); or (Cz) in a combination of cash and Shares shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”). The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:
(i) subject to clause (iii) below, all conversions of Notes with a Conversion Date that occurs on or after February 1, 2025 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders and the Conversion Agent no later than the Close of Business on the Scheduled Trading Day immediately before February 1, 2025;
(ii) subject to clause (iii) below, if the Company elects a Settlement Method with respect to the conversion of any Note whose Conversion Date occurs before February 1, 2025, then the Company will send notice of such Settlement Method to the Holder of such Note and the Conversion Agent no later than the Close of Business on the Business Day immediately after such Conversion Date;
(iii) if any Notes are called for Redemption, then (1) the Company will specify, in the related Redemption Notice sent pursuant to Section 12.01(d)(iii) 4.03(F), the Settlement Method that will apply to all conversions of the Indenture Notes with a Specified Cash Amount equal Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date; and (2) if such Redemption Date occurs on or after February 1, 2025, then such Settlement Method must be the same Settlement Method that, pursuant to USD 1,000clause (i) above, thenapplies to all conversions of Notes with a Conversion Date that occurs on or after February 1, in each case, 2025;
(iv) the Relevant Company will use the same Settlement Method for such Option shall all conversions of Notes with a Conversion Date that occurs on the same day (and, for the avoidance of doubt, the Company will not be Net Share Settlement; obligated to use the same Settlement Method with respect to conversions of Notes whose Conversion Dates occur on different days, except as provided in clause (iii) or (iii) above);
(v) if Counterparty has elected the Company does not timely elect a Settlement Method with respect to settle its the conversion obligations in respect of the related Relevant Convertible Note in a combination of cash and Shares pursuant to Section 12.01(d)(iii) of the Indenture with a Specified Cash Amount greater than USD 1,000Note, then the Relevant Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);
(vi) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Option shall conversion will be Combination Settlementdeemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and
(vii) the Settlement Method will be subject to Sections 5.09(A)(2) and 5.01(C)(i)(3)(a).
Appears in 1 contract
Sources: Indenture (CalAmp Corp.)