Settlement Upon Conversion. The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion. (i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number. (ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser. (iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion. (iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9. (v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system. (vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 5 contracts
Sources: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)
Settlement Upon Conversion. (i) Pursuant to the procedures set forth in this Section 9, upon a conversion the Company shall have the right to deliver the Conversion Value, in lieu of shares of Common Stock, in cash or a combination of cash and shares of Common Stock, provided that the Company may only elect to deliver cash if its credit facilities in existence at that time permit such payment and assets are legally available to pay such amounts. Unless the Company has elected to call a Forced Conversion, it shall not be required to notify Holders of its method for settling its conversion obligation relating to the Conversion Value until the Series A Preferred Stock is submitted for conversion.
(ii) If the Company receives a conversion notice from a Holder of Series A Preferred Stock, the following procedures shall apply:
(a) During the Settlement Notice Period, the Company shall notify any Holders of Series A Preferred Stock exercising a conversion right, if the Company elects to settle any portion of its conversion obligation in whole or in part in cash. If the Company elects to settle the Conversion Value in a combination of cash and shares of Common Stock, it shall specify the percentage of the Conversion Value relating to the Series A Preferred Stock surrendered for conversion that will be paid in cash. Any portion of the Conversion Value which the Company does not elect to settle in cash shall be settled in shares of Common Stock (except that the Company shall pay cash in lieu of issuing any fractional shares). The type Company shall treat all Holders converting on the same Trading Day in the same manner. The Company shall not, however, have any obligation to settle conversion obligations arising on different Trading Days in the same manner. For example, the Company may choose on one Trading Day to settle in shares of Common Stock only and amount choose on another Trading Day to settle in cash or a combination of consideration shares of Common Stock and cash.
(b) If the “Company timely elects to pay cash for any portion of the Conversion Consideration”Value, Holders may retract the conversion notice at any time during the Conversion Retraction Period; provided that no such retraction may be made (and a conversion notice shall be irrevocable) due if the Company does not elect to deliver cash in lieu of shares of Common Stock (other than cash in lieu of fractional shares).
(c) Settlement amounts shall be computed as follows:
1) If the Company elects to satisfy a conversion solely in shares of Common Stock (other than with respect of each $1,000 principal amount of a Note (includingto fractional shares), it shall deliver to the Holder, for the avoidance each share of doubtSeries A Preferred Stock, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the applicable Conversion Rate Rate.
2) If the Company elects to satisfy a conversion solely in effect on cash, it shall deliver to the Holder, for each share of Series A Preferred Stock, cash in an amount equal to the Conversion Date Value.
3) If the Company elects to satisfy the conversion obligation in a combination of cash and shares of Common Stock, it shall deliver to the Holder, for such conversion.each share of Series A Preferred Stock:
(i) If a cash amount (the “Cash Amount”) (excluding any cash paid for fractional shares) equal to the product of (a) the Conversion Value and (b) the percentage of the conversion obligation to be satisfied in cash; and
(ii) a number of shares of common stock equal to the difference between: (a) the applicable Conversion Rate; minus (b) the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded common stock equal to the nearest whole number.
quotient of (iix) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on Cash Amount divided by (y) the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction arithmetic average of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If Volume-Weighted Average Price of the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then each Trading Day during the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such systemCash Settlement Averaging Period.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 3 contracts
Sources: Merger Agreement (Chaparral Energy, Inc.), Merger Agreement (Edge Petroleum Corp), Stock Purchase Agreement (Chaparral Energy, Inc.)
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration Notes, if any, the Company shall, subject to the provisions of this Article 6 (the “Conversion Consideration”) due including Section 6.04(a)), deliver to converting Holders, in respect of each $1,000 principal amount Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect Rate, on the third Trading Day immediately following the relevant Conversion Date, together with the Early Conversion Payment, if applicable.
(b) Upon conversion, Holders shall receive a payment for accrued and unpaid interest, and Additional Interest, if any, on each Holder’s Note to, but excluding, the Conversion Date for such conversion.
(i) If in the number form of shares of Common Stock deliverable pursuant or cash based on the payment method chosen by the Company for the Early Conversion Payment).
(c) Notwithstanding anything to Section 2.8(cthe contrary, the payment of accrued interest shall be made solely in cash (1) in connection with any Make-Whole Fundamental Change, if the related repurchase date is after a Regular Record Date and on or prior to the scheduled Trading Day immediately following the date on which the corresponding interest payment is made, (2) with respect to all Notes, if any, surrendered for conversion for which an Early Conversion Payment shall be received in the form of cash and (3) on the final Interest Payment Date. For the avoidance of doubt, all Holders on the Regular Record Date immediately preceding an Interest Payment Date (or any repurchase date related to a Make-Whole Fundamental Change ) will receive the full interest payment on the Interest Payment Date or date of repurchase related to a Make-Whole Fundamental Change regardless of whether their Notes have been converted following such Regular Record Date.
(d) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any Note is not a whole numberfractional share would be issuable upon the conversion of any Notes, then such number will be rounded the Company shall round up or down, as appropriate, to the nearest whole number.
(iie) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note By delivery to the Purchaser on or before Holder of the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a full number of shares of Common Stock sufficient to permit and the conversion of all then-outstanding NotesEarly Conversion Payment, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered if applicable, issuable upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note and Notes. In addition to the Early Conversion Payment, on conversion of a Note, the Holder will receive a payment of accrued and unpaid interest, and Additional Interest, if any, on such Holder’s Note to, but not includingexcluding, the relevant Conversion Date. As a result, accrued and unpaid interest, if any date (other than in the form of shares of Common Stock or cash based on the payment method chosen by the Company for the avoidance of doubt, PIK InterestEarly Conversion Payment), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 3 contracts
Sources: First Supplemental Indenture (Digital Turbine Usa, Inc.), Indenture (Digital Turbine, Inc.), Indenture (Digital Turbine, Inc.)
Settlement Upon Conversion. (a) All conversions shall be settled in shares of Common Stock (other than cash in lieu of fractional shares). The type and amount shares of consideration (Common Stock in respect of any conversion of Securities shall be computed as follows: the “Conversion Consideration”) due Company shall deliver to converting Holders in respect of each (x) $1,000 of principal amount of a Note Securities for Securities denominated in $1,000 increments, and (including, y) $1.00 of principal amount of Securities for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be Securities denominated in $1.00 increments a number of shares of Common Stock equal to the applicable Conversion Rate in effect on the as of such Conversion Date Date, together with any cash payment for such conversionany fractional share of Common Stock as described in Section 4.03(e).
(ib) If Except as described in Section 4.06, the number of shares of Common Stock deliverable pursuant to Section 2.8(c) Issuer shall deliver the consideration due upon conversion of any Note is not a whole number, then such number will be rounded to on the nearest whole numberthird Business Day immediately following the related Conversion Date.
(iic) If a Purchaser converts more than one Note on a single Conversion DateExcept as provided in Section 4.03(d) below, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interestinterest (including Additional Interest and Special Interest), if any.
(d) Upon the conversion of any Securities, the Holder will not be entitled to receive any separate cash payment for accrued and unpaid interest (including Additional Interest and Special Interest), if any, except to the extent specified below. The IssuerCompany’s delivery to the Holder of the Conversion Consideration shall Common Stock together with any cash payment for any fractional share of Common Stock, into which a Security is convertible will be deemed to satisfy in full its the Company’s obligation to pay the principal amount of the Note Securities so converted and accrued and unpaid interestinterest (including Additional Interest and Special Interest), if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any interest (other than for the avoidance of doubt, PIK including Additional Interest and Special Interest), if any, to, and but not including, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Securities are converted after the close of business on a Regular Record Date for the payment of interest, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest and Special Interest), if any, payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest (including Additional Interest and Special Interest), if any, payable on the Securities so converted on such following Interest Payment Date; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Final Maturity Date, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.
(e) The Company shall not issue fractional shares of Common Stock upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be issuable upon the conversion of any Securities, the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on the Last Reported Sale Price on the relevant Conversion Date.
Appears in 3 contracts
Sources: Indenture (Emergent Capital, Inc.), Indenture (Emergent Capital, Inc.), Indenture (Emergent Capital, Inc.)
Settlement Upon Conversion. The type and amount (a) Upon any conversion of consideration (any Security, the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) Company shall issue or cause to be converted will be issued, and deliver to the Conversion Agent or to such converting Holder, or such converting Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary, no later than the third trading day following the Conversion Date, a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Securities to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate in effect on the Conversion Date for such conversionRate.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holder shall not receive any separate additional cash payment for accrued and unpaid interest, if anyexcept as set forth below. The IssuerCompany’s delivery settlement of the Conversion Consideration Obligations pursuant to Section 4.02 shall be deemed to satisfy in full its obligation to pay the principal amount of the Note Security and accrued and unpaid interest, if any, interest to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), interest to, and but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Securities are converted after the close of business on a Regular Record Date, Holders of such Securities as of the close of business on the Regular Record Date will receive the interest payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest payable on the Securities so converted; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date but on or prior to the corresponding Interest Payment Date, (2) to the extent of any Defaulted Interest, if any, existing at the time of conversion with respect to such Securities or (3) if the Securities are surrendered for conversion after the close of business on the Regular Record Date immediately preceding the Maturity Date. Except as set forth in this Section 4.03(b), no payment or adjustment will be made for accrued and unpaid interest on converted Securities.
(c) The Company shall not issue fractional shares of Common Stock upon conversion of Securities. Instead, the Company shall pay cash in lieu of fractional shares based on the Last Reported Sales Price of the Common Stock on the relevant Conversion Date (or, if the Conversion Date is not a Trading Day, the next following Trading Day).
Appears in 2 contracts
Sources: Indenture (Jakks Pacific Inc), Indenture (Jakks Pacific Inc)
Settlement Upon Conversion. (1) The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount Principal Amount of a this Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be consist of (1) a number of shares of Common Stock equal to the Event of Default Conversion Rate in effect on the Conversion Date for such conversion and (2) cash in an amount equal to the aggregate accrued and unpaid Default Interest on this Note to, but excluding, the Conversion Settlement Date for such conversion.
(i2) If the The total number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon due in respect of any conversion of any this Note will be determined on the basis of the total Principal Amount of this Note to be converted with the same Conversion Date; provided, however, that if such number of shares of Common Stock is not a whole number, then such number will be rounded up to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii3) The Issuer Company will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any this Note to the Purchaser Holder on or before the second (2nd) Business Day (or, if earlier, the standard settlement period for the primary Eligible Exchange on which the Common Stock is traded) immediately after the Conversion Date for such conversionconversion (the “Conversion Settlement Date”).
(iv4) At all times when If this Note is converted, then, from and after the date the Conversion Consideration therefor is issued or delivered in settlement of such conversion, this Note (or the applicable portion thereof) will cease to be outstanding and notice thereof shall be delivered to the Trustee.
(5) If (x) the Company fails to deliver, by the related Conversion Settlement Date, any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit (the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v“Defaulted Shares”) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery forming part of the Conversion Consideration shall be deemed of the conversion of this Note and (y) the Holder (whether directly or indirectly, including by any broker acting on the Holder’s behalf or acting with respect to such Defaulted Shares) purchases any shares of Common Stock (whether in the open market or otherwise) to cover any such Defaulted Shares (whether to satisfy in full its obligation to pay the principal amount any settlement obligations with respect thereto of the Note Holder or otherwise), then, without limiting the Holder’s right to pursue any other remedy available to it (whether hereunder, under applicable law or otherwise), the Holder will have the right, exercisable by notice to the Company, to cause the Company to either: (I) pay, on or before the second (2nd) Business Day after the date such notice is delivered, cash to the Holder in an amount equal to the aggregate purchase price (including any brokerage commissions and accrued and unpaid interestother out-of-pocket costs) incurred to purchase such shares (such aggregate purchase price, the “Covering Price”); or (II) promptly deliver, to the Holder, such Defaulted Shares in accordance with this Note, together with cash in an amount equal to the excess, if any, to, but not including, of the relevant Conversion Date. As a result, accrued Covering Price over the product of (X) the number of such Defaulted Shares; and unpaid interest, if any (other than for Y) the avoidance Daily VWAP per share of doubt, PIK Interest), to, and including, Common Stock on the relevant Conversion Date shall be deemed relating to be paid in full rather than cancelled, extinguished or forfeitedsuch conversion.
Appears in 2 contracts
Sources: Indenture (Tellurian Inc. /De/), Securities Purchase Agreement (Tellurian Inc. /De/)
Settlement Upon Conversion. The type (a) Settlement upon conversion will be solely in shares of Common Stock (other than cash in lieu of fractional shares and cash payments made in respect of the Coupon Make Whole Payments pursuant to Sections 6.07 and 6.10 and accrued and unpaid interest upon conversion pursuant to this Section 6.03). With respect to the aggregate principal amount of consideration (Securities to be converted, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 6, deliver to converting Holders, in respect of each $1,000 principal amount of a Note (includingSecurities being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate Rate; provided that the Company will deliver cash in effect on lieu of fractional shares in accordance with Section 6.03(d). If the Conversion Date for such conversion.
(i) If Company delivers shares in respect of the Coupon Make Whole Payment, if any, the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number be delivered will be rounded to the nearest whole numberdetermined in accordance with Sections 6.07 and 6.10, as applicable.
(iib) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such Upon any conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstandingprior to April 15, the Issuer will reserve2015, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interestinterest (including Additional Interest, if any) in connection with the conversion of any Securities unless the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, in which case Holders of such converted Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(c) Upon any conversion after April 15, 2015, on the Conversion Date or Mandatory Conversion Date, as the case may be, Holders shall receive a separate cash payment for accrued and unpaid interest (including Additional Interest, if any) through and including the Conversion Date or Mandatory Conversion Date, as the case may be; provided that if the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Securities, the Company shall pay the converting Holder an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date or Mandatory Conversion Date, as the case may be, by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock issuable upon conversion (including shares issued to satisfy the Coupon Make Whole Payments, if any), together with accrued and unpaid interest (and Additional Interest, if any) pursuant to this Section 6.03, any cash in lieu of fractional shares and cash payments made in respect of the Coupon Make Whole Payments, if any, pursuant to Sections 6.07 and 6.10, the Company will be deemed to satisfy in full its obligation to pay the principal amount of the Note Securities and all accrued and unpaid interestinterest (and Additional Interest, if any) with respect to the converted Securities. Upon conversion of the Securities, to, but not including, the relevant Conversion Date. As a result, all accrued and unpaid interestinterest (and Additional Interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall any) will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, unless such conversion occurs after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date to which it relates, in which case such payment shall be made to the Holder of the converted Securities as of the Close of Business on the Regular Record Date.
Appears in 2 contracts
Sources: Indenture (Evergreen Solar Inc), Indenture (Evergreen Solar Inc)
Settlement Upon Conversion. The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note, or holds more than one Note subject to an Issuer Conversion, on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 2 contracts
Sources: Note Purchase Agreement (5E Advanced Materials, Inc.), Note Purchase Agreement (5E Advanced Materials, Inc.)
Settlement Upon Conversion. The type (a) Settlement upon conversion will be solely in shares of Common Stock (other than cash in lieu of fractional shares and cash payments made in respect of the Additional Amount and the Coupon Make Whole Payments pursuant to Sections 6.08 and 6.11 and accrued and unpaid interest upon conversion pursuant to this Section 6.03). With respect to the aggregate principal amount of consideration (Securities to be converted, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 6, deliver to converting Holders, in respect of each $1,000 principal amount of a Note (includingSecurities being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate Rate; provided that the Company will deliver cash in effect on lieu of fractional shares in accordance with Section 6.03(d). If the Conversion Date for such conversion.
(i) If Company delivers shares in respect of the Additional Amount or the Coupon Make Whole Payments, if any, the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number be delivered will be rounded to the nearest whole numberdetermined in accordance with Sections 6.07, 6.08 and 6.11, as applicable.
(iib) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such Upon any conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstandingprior to January 15, the Issuer will reserve2015, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interestinterest (including Additional Interest, if any) in connection with the conversion of any Securities unless the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, in which case Holders of such converted Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(c) Upon any conversion after January 15, 2015, on the Conversion Date or Mandatory Conversion Date, as the case may be, Holders shall receive a separate cash payment for accrued and unpaid interest (including Additional Interest, if any) through and including the Conversion Date or Mandatory Conversion Date, as the case may be; provided that if the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Securities, the Company shall pay the converting Holder an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date or Mandatory Conversion Date, as the case may be, by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock issuable upon conversion (including shares issued to satisfy the Additional Amount and the Coupon Make Whole Payments, if any), together with accrued and unpaid interest (and Additional Interest, if any) pursuant to this Section 6.03, any cash in lieu of fractional shares and cash payments made in respect of the Additional Amount pursuant to Section 6.07 or the Coupon Make Whole Payments, if any, pursuant to Sections 6.08 and 6.11, the Company will be deemed to satisfy in full its obligation to pay the principal amount of the Note Securities and all accrued and unpaid interestinterest (and Additional Interest, if any) with respect to the converted Securities. Upon conversion of the Securities, to, but not including, the relevant Conversion Date. As a result, all accrued and unpaid interestinterest (and Additional Interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall any) will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, unless such conversion occurs after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date to which it relates, in which case such payment shall be made to the Holder of the converted Securities as of the Close of Business on the Regular Record Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Evergreen Solar Inc), First Supplemental Indenture (Evergreen Solar Inc)
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration (Notes, if any, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 7, deliver to converting Holders, in respect of each $1,000 principal amount the Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect Rate, on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after following the relevant Conversion Date for such conversion.
(iv) At all times when Date, together with any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved applicable Make-Whole Payment in cash or in shares of Common Stock, a number as applicable, and cash in lieu of any fractional shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.97.03(d).
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
(c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date (including any outstanding PIK Interest) notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Notes (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable). If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable) (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered (and the aggregate Make-Whole Payment to be paid in shares of Common Stock, if applicable). If any fractional share would be issuable upon the conversion of any Notes (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable), the Company shall make payment of an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock, together with any applicable Make-Whole Payment in cash or in shares of Common Stock, as applicable, and any cash payment for fractional shares, issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the principal Principal Amount of the Notes so converted, the applicable Make-Whole Payment, as applicable, and all accrued and unpaid interest to, but excluding, the Conversion Date.
(f) Each Holder who elects to convert any of its Notes at the Holder’s option will receive a payment (the “Voluntary Conversion Make-Whole Payment”) for the Notes being converted. The Voluntary Conversion Make-Whole Payment will be an amount equal to the aggregate amount of interest payments that would have been payable on such converted Notes from the last day through which interest was paid on the Notes (or from the Issue Date if no interest has been paid on the Notes or from the next succeeding Interest Payment Date if such conversion occurs after a Regular Record Date and on or before the next succeeding Interest Payment Date), through and including the Maturity Date (determined as if such conversion did not occur). The Company may settle the Voluntary Conversion Make-Whole Payment in cash or in shares of Common Stock, at the Company’s election, subject to the limitations described in Section 7.01(f). A Holder shall have the right prior to settlement to notify the Company that any proposed settlement of the Voluntary Conversion Make-Whole Payment in shares of Common Stock would violate such limitations. To the extent that such limitations apply, the number of shares of Common Stock issuable upon conversion (and the associated Principal Amount of the Notes being converted) and in settlement of the Voluntary Conversion Make-Whole Payment shall be reduced proportionately so that the total number of shares issuable upon and after giving effect to such conversion and in settlement of the Voluntary Conversion Make-Whole Payment in shares of Common Stock shall not exceed such limitations. If the Company elects to pay the Voluntary Conversion Make-Whole Payment in shares of Common Stock, the Company will deliver to each Holder of converted Notes a number of shares of Common Stock at settlement equal to (i) the amount of the Note Voluntary Conversion Make-Whole Payment owed to such Holder and accrued and unpaid interestbeing paid in shares of Common Stock divided by (ii) the applicable Conversion Price. Delivery of such shares of Common Stock shall be made in the same manner as the delivery of shares in settlement of the conversion obligation under this Article 7. If the Company elects or, if anydue to the limitations set forth herein, tois obligated to pay the Voluntary Conversion Make-Whole Payment in cash, but not includingthe Company shall, on the second Business Day immediately following the relevant Conversion Date. As , deposit with the Paying Agent a result, accrued and unpaid interest, if any sum (other than in funds which are immediately available on the due date for the avoidance of doubt, PIK Interest), tosuch payment) sufficient to pay such Voluntary Conversion Make-Whole Payment, and including(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action. Within two (2) Business Days immediately following the Conversion Date, the relevant Company shall send, or at the written request and expense of the Company have the Trustee send, a notice to the Holders specifying whether the Company has elected to settle the Voluntary Conversion Date Make-Whole Payment in cash or in shares of Common Stock (the “Voluntary Conversion Make-Whole Payment Notice”). If the Company gives the Voluntary Conversion Make-Whole Payment Notice, it shall also deliver a copy of such notice to the Trustee and Paying Agent. With respect to Physical Notes, such delivery shall be deemed by first class mail, and with respect to Global Notes, such delivery shall be paid in full rather than cancelled, extinguished or forfeitedpursuant to the Applicable Procedures of the Depository.
Appears in 2 contracts
Sources: Indenture (Gevo, Inc.), Exchange and Purchase Agreement (Gevo, Inc.)
Settlement Upon Conversion. The type (a) Settlement upon conversion will be solely in shares of Common Stock (other than cash in lieu of fractional shares and cash payments made in respect of the Additional Amount and the Coupon Make Whole Payments pursuant to Sections 6.08 and 6.11 and accrued and unpaid interest upon conversion pursuant to this Section 6.03). With respect to the aggregate principal amount of consideration (Securities to be converted, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 6, deliver to converting Holders, in respect of each $1,000 principal amount of a Note (includingSecurities being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate Rate; provided that the Company will deliver cash in effect on lieu of fractional shares in accordance with Section 6.03(d). If the Conversion Date for such conversion.
(i) If Company delivers shares in respect of the Additional Amount or the Coupon Make Whole Payments, if any, the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number be delivered will be rounded to the nearest whole numberdetermined in accordance with Sections 6.07, 6.08 and 6.11, as applicable.
(iib) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such Upon any conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstandingprior to January 15, the Issuer will reserve2015, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interestinterest (including Additional Interest, if any) in connection with the conversion of any Securities unless the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, in which case Holders of such converted Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(c) Upon any conversion after January 15, 2015, on the Conversion Date or Mandatory Conversion Date, as the case may be, Holders shall receive a separate cash payment for accrued and unpaid interest (including Additional Interest, if any) through and including the Conversion Date or Mandatory Conversion Date, as the case may be, which amount will be paid on the Conversion Date or Mandatory Conversion Date, as the case may be, provided that so long as any 2015 Notes are outstanding, such amount will be paid on the interest payment date next succeeding the Conversion Date or Mandatory Conversion Date, as the case may be; provided, however, that if the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Securities, the Company shall pay the converting Holder an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date or Mandatory Conversion Date, as the case may be, by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock issuable upon conversion (including shares issued to satisfy the Additional Amount and the Coupon Make Whole Payments, if any), together with accrued and unpaid interest (and Additional Interest, if any) pursuant to this Section 6.03, any cash in lieu of fractional shares and cash payments made in respect of the Additional Amount pursuant to Section 6.07 or the Coupon Make Whole Payments, if any, pursuant to Sections 6.08 and 6.11, the Company will be deemed to satisfy in full its obligation to pay the principal amount of the Note Securities and all accrued and unpaid interestinterest (and Additional Interest, if any) with respect to the converted Securities. Upon conversion of the Securities, to, but not including, the relevant Conversion Date. As a result, all accrued and unpaid interestinterest (and Additional Interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall any) will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, unless such conversion occurs after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date to which it relates, in which case such payment shall be made to the Holder of the converted Securities as of the Close of Business on the Regular Record Date.
Appears in 1 contract
Settlement Upon Conversion. The type (a) Settlement upon conversion will be solely in shares of Common Stock (other than cash in lieu of fractional shares and cash payments made in respect of the Additional Amount and the Coupon Make Whole Payments pursuant to Sections 6.08 and 6.11 and accrued and unpaid interest upon conversion pursuant to this Section 6.03). With respect to the aggregate principal amount of consideration (Securities to be converted, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 6, deliver to converting Holders, in respect of each $1,000 principal amount of a Note (includingSecurities being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate Rate; provided that the Company will deliver cash in effect on lieu of fractional shares in accordance with Section 6.03(d). If the Conversion Date for such conversion.
(i) If Company delivers shares in respect of the Additional Amount or the Coupon Make Whole Payments, if any, the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number be delivered will be rounded to the nearest whole numberdetermined in accordance with Sections 6.07, 6.08 and 6.11, as applicable.
(iib) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such Upon any conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstandingprior to January 15, the Issuer will reserve2015, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interestinterest (including Additional Interest, if any) in connection with the conversion of any Securities unless the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, in which case Holders of such converted Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(c) Upon any conversion after January 15, 2015, on the Conversion Date or Mandatory Conversion Date, as the case may be, Holders shall receive a separate cash payment for accrued and unpaid interest (including Additional Interest, if any) through and including the Conversion Date or Mandatory Conversion Date, as the case may be, which amount will be paid on the Conversion Date or Mandatory Conversion Date, as the case may be, provided that so long as any 2015 Notes or any 2017 Notes are outstanding, such amount will be paid on the interest payment date next succeeding the Conversion Date or Mandatory Conversion Date, as the case may be; provided, however, that if the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Securities, the Company shall pay the converting Holder an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date or Mandatory Conversion Date, as the case may be, by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock issuable upon conversion (including shares issued to satisfy the Additional Amount and the Coupon Make Whole Payments, if any), together with accrued and unpaid interest (and Additional Interest, if any) pursuant to this Section 6.03, any cash in lieu of fractional shares and cash payments made in respect of the Additional Amount pursuant to Section 6.07 or the Coupon Make Whole Payments, if any, pursuant to Sections 6.08 and 6.11, the Company will be deemed to satisfy in full its obligation to pay the principal amount of the Note Securities and all accrued and unpaid interestinterest (and Additional Interest, if any) with respect to the converted Securities. Upon conversion of the Securities, to, but not including, the relevant Conversion Date. As a result, all accrued and unpaid interestinterest (and Additional Interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall any) will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, unless such conversion occurs after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date to which it relates, in which case such payment shall be made to the Holder of the converted Securities as of the Close of Business on the Regular Record Date.
Appears in 1 contract
Settlement Upon Conversion. The type (a) With respect to any conversion of Notes, if any, the Company shall, subject to the provisions of this Article 7, on the third Business Day immediately following the Conversion Date, issue and amount shall deliver to the converting Holder a certificate or certificates for the number of consideration (the “Conversion Consideration”) due shares of Common Stock equal to, in respect of each $1,000 principal amount Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole numberRate, then such number will be rounded up to the nearest whole numbershare of Common Stock.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
(c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date or (ii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.
(d) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any. The Issuer’s delivery , for which cash shall be delivered) shall be computed on the basis of the Conversion Consideration shall aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered.
(e) By delivery to the Holder of the full number of shares of Common Stock issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note Notes and all accrued and unpaid interest, if any, interest to, but not includingexcluding, the relevant Conversion Date. As a resultUpon conversion of the Notes, all accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), interest to, and includingbut excluding, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, subject to Section 7.03(c) above.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Raptor Pharmaceutical Corp)
Settlement Upon Conversion. Upon the conversion of any Note, the Issuer will settle such conversion by delivering shares of Common Stock. The type and amount number of consideration (the “Conversion Consideration”) shares of Common Stock due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest previously paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to this Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration shares of Common Stock due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, deliver the Conversion Consideration shares of Common Stock due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-then- outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights rights, and free of any lien or adverse claim Lien (except to the extent of any lien or adverse claim Lien created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Settlement Upon Conversion. The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversionconversion and, if applicable, a cash payment as described under Section 2.10.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Sources: Note Purchase Agreement (Senseonics Holdings, Inc.)
Settlement Upon Conversion. The type and amount (a) Subject to this Section 4.03(a), upon any conversion of consideration (any Note, the “Conversion Consideration”) due Company shall deliver to converting Holders, in respect of each $1,000 100 principal amount of a Note Notes being converted solely shares of Common Stock (includingthe “Settlement Amount”), for as set forth in this Section 4.03(a).
(i) The Settlement Amount in respect of any conversion of Notes shall be computed as follows:
(A) the avoidance of doubt, any PIK Interest paid with respect thereto) Company will deliver to be converted will be the converting Holder a number of shares of Common Stock equal to (1)(i) the Conversion Rate in effect on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total aggregate principal amount of Notes converted to be converted, divided by (ii) $100, multiplied by (2) the then-applicable Conversion Rate on such the Conversion Date by or with respect to such Purchaser.Date;
(iiiB) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant Subject to Section 2.9.
(v) Each Conversion Share delivered 4.03(b), upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interestinterest or Additional Interest, if any, unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates, in which case such interest shall be paid on such Interest Payment Date to the Holders of record on such Regular Record Date. The IssuerCompany has the sole discretion to pay any interest payments in cash or by payment-in-kind of the Company’s common stock. The payment-in-kind of interest with common stock would be determined by the average of the closing prices of the common stock as reported by Bloomberg L.P. for the Principal Trading Market for the thirty (30) trading days preceding the Regular Record Date with the final number of shares of common stock rounded up to the next whole share. Fractional shares shall not be issued.
(b) Upon the conversion of any Notes, the Holder shall not be entitled to receive any additional cash payment for accrued and unpaid interest or Additional Interest, if any, except to the extent specified below. The Company’s delivery of to the Conversion Consideration Holder Common Stock, into which a Note is convertible shall be deemed to satisfy in full its the Company’s obligation to pay the principal amount of the Note Notes so converted and accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interestinterest and Additional Interest, if any (other than for the avoidance of doubt, PIK Interest)any, to, and but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, if Notes are converted between close of business on a Regular Record Date for the payment of interest and the open of business on the next Interest Payment Date, Holders of such Notes at the close of business on such Regular Record Date shall receive the interest and Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest and Additional Interest, if any, payable on the next Interest Payment Date on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding February 15, 2021, (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. If any additional payment for accrued and unpaid interest or Additional Interest, if any, is due upon the conversion of any Notes, the Company has the discretion to satisfy the additional payment in cash or by payment-in-kind of common stock, based upon the payment-in-kind for interest determined by the average of the closing prices of the common stock as reported by Bloomberg L.P. for the Principal Trading Market for the thirty (30) trading days preceding the Regular Record Date with the final number rounded up to the next whole share.
(c) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes so surrendered. If any fractional share of stock would be issuable upon the conversion of any Notes, the Company shall round up to the next whole share.
(d) The last full paragraph of Section 4.01 of the Original Indenture shall be deemed to apply to the Conversion Agent with references to “money” being deemed references to “money, securities or a combination thereof.”
Appears in 1 contract
Settlement Upon Conversion. The type In the event that the Company receives a Holder’s notice of conversion upon satisfaction of one or more of the conditions to conversion described in this Section 11.01, the Company will notify the relevant Holders within two Scheduled Trading Days following the Conversion Date whether the Company will satisfy its obligation to convert the Notes through delivery of (x) shares of Common Stock pursuant to clause (ii) below (plus cash in lieu of fractional shares) or (y) a combination of cash and amount shares of consideration Common Stock pursuant to clause (i) below. At any time on or before the 13th Scheduled Trading Day prior to the Stated Maturity, the Company may irrevocably waive, in its sole discretion without the consent of the Holders, by notice to the Trustee and to the Holders, its right to satisfy its Conversion Obligation in shares of its Common Stock pursuant to clause (ii) below (plus cash in lieu of any fractional shares); provided that the Company may not elect to satisfy such obligation pursuant to clause (ii) below if the Company has made the election to waive such right to do so. Notwithstanding the foregoing, if the Company elects to redeem the Notes, it will, in its notice of redemption, elect whether it will settle any conversions of Notes called for redemption pursuant to clause (i) or (ii) below (unless it has irrevocably elected to waive its right to satisfy its Conversion Obligation pursuant to clause (ii) below), which election shall apply to all Notes converted following the Company’s notice of redemption.
(i) If the Company chooses or has to satisfy its obligation to convert the Notes (the “Conversion ConsiderationObligation”) due by a combination of cash and shares of Common Stock, upon conversion the Company will, deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, a “Settlement Amount” equal to (i) cash in an amount equal to the lesser of (a) the Conversion Value and (b) $1,000; (ii) if the Conversion Value is greater than $1,000, an amount in shares equal to the difference between the Conversion Value and $1,000, divided by the Applicable Stock Price for such Notes; and (iii) cash in lieu of any fractional shares as described below in Section 11.01(e). The Settlement Amount in respect of any Note converted pursuant to this clause (including, i) will be delivered to converting Holders as soon as practicable following the last day following the determination of the Applicable Stock Price for such Note.
(ii) If the avoidance Company elects to satisfy all of doubt, any PIK Interest paid its Conversion Obligation with respect thereto) to Notes to be converted in shares of Common Stock, the Company will be deliver to any converting Holder, for each $1,000 principal amount of the Notes, a number of shares of Common Stock equal to the Conversion Rate for such Notes, plus cash in effect on lieu of any fractional shares determined as described below in Section 11.01(e). The shares of Common Stock in respect of any Note converted (and cash in lieu of any fractional shares) pursuant to this clause (ii) will be delivered through the Conversion Agent or DTC as soon as practicable following the Conversion Date for such conversionNote.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Sources: First Supplemental Indenture (Goodrich Petroleum Corp)
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration (Notes, if any, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 6, deliver to converting Holders, in respect of each $1,000 principal amount Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect Rate, on the third Trading Day immediately following the relevant Conversion Date for such conversion.
(i) If Date, together with the Early Conversion Payment, if applicable; provided, however that unless and until the Company obtains stockholder approval to issue a number of shares of Common Stock in excess of the Exchange Cap, the Company shall pay cash in lieu of any shares of Common Stock that would otherwise be deliverable pursuant in excess of the Exchange Cap. The Company shall have no obligation to Section 2.8(cseek stockholder approval to issue shares of Common Stock in excess of the Exchange Cap.
(b) Upon conversion, Holders shall receive a payment for accrued and unpaid interest, and Additional Interest, if any, on each Holder’s Note to, but excluding, the Conversion Date (in the form of shares of Common Stock or cash based on the payment method chosen by the Company for the Early Conversion Payment).
(c) Notwithstanding anything to the contrary, the payment of accrued interest shall be made solely in cash (1) in connection with any Make-Whole Fundamental Change, if the related repurchase date is after a Regular Record Date and on or prior to the scheduled Trading Day immediately following the date on which the corresponding interest payment is made, (2) with respect to all Notes, if any, surrendered for conversion for which an Early Conversion Payment shall be received in the form of cash and (3) on the final Interest Payment Date. For the avoidance of doubt, all Holders on the Regular Record Date immediately preceding an Interest Payment Date (or any repurchase date related to a Make-Whole Fundamental Change ) will receive the full interest payment on the Interest Payment Date or date of repurchase related to a Make-Whole Fundamental Change regardless of whether their Notes have been converted following such Regular Record Date.
(d) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any Note is not a whole numberfractional share would be issuable upon the conversion of any Notes, then such number will the Company shall be rounded up or down, as appropriate, to the nearest whole number.
(iie) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note By delivery to the Purchaser on or before Holder of the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a full number of shares of Common Stock sufficient to permit and the conversion of all then-outstanding NotesEarly Conversion Payment, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered if applicable, issuable upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note and Notes. In addition to the Early Conversion Payment, on conversion of a Note, the Holder will receive a payment of accrued and unpaid interest, and Additional Interest, if any, on such Holder’s Note to, but not includingexcluding, the relevant Conversion Date. As a result, accrued and unpaid interest, if any date (other than in the form of shares of Common Stock or cash based on the payment method chosen by the Company for the avoidance of doubt, PIK InterestEarly Conversion Payment), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Sources: Indenture (Amyris, Inc.)
Settlement Upon Conversion. The type (a) With respect to any conversion of Note, if any, the Company shall, subject to the provisions of this Article 6, on the third Business Day immediately following the Conversion Date, issue and amount of consideration (shall deliver to the “Conversion Consideration”) due in respect of each $1,000 principal amount of Holder a Note (including, certificate or certificates for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on Amount divided by $1,000, times the Conversion Date for Rate, rounded up to the nearest whole share of Common Stock.
(b) All of the Holder’s rights with respect to such portion of the Note converted pursuant to this Article 6 shall terminate upon such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vic) Upon conversion, a Purchaser Holder shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and Holder was the Holder on the relevant Regular Record Date.
(d) If the Note or any portion thereof is converted after the Close of Business on a Regular Record Date for the payment of interest, the Holder at the Close of Business on such Regular Record Date will receive the interest payable on the Note on the corresponding Interest Payment Date notwithstanding the conversion. Any portion of the Note surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on such portion of the Note so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date or (ii) to the extent of any overdue interest, if any. any overdue interest exists at the time of conversion with respect to the Note.
(e) The Issuer’s Company shall not issue fractional shares upon conversion of Note.
(f) By delivery to the Holder of the Conversion Consideration shall full number of shares of Common Stock issuable upon conversion pursuant to Section 6.03(a) above and the payment pursuant to Section 6.03(c) above, the Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note and all accrued and unpaid interest, if any, interest to, but not includingexcluding, the relevant Conversion Date. As a resultUpon conversion of the Note, all accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), interest to, and includingbut excluding, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, subject to Section 6.03(c) above.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Kingold Jewelry, Inc.)
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration (Securities, if any, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 7, deliver to converting Holders, in respect of each $1,000 principal amount Principal Amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common StockSecurities being converted, a number of shares of Common Stock sufficient Ordinary Shares equal to permit the conversion of all then-outstanding Notes, assuming the Applicable Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9Rate.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest (including Additional Interest, if any) unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates.
(c) If Securities are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest (including Additional Interest, if any) payable on the Securities so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date preceding the Stated Maturity; (ii) if the Company has specified a Redemption Date that is after a Regular Record Date on or prior to the third Scheduled Trading Day after the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the third Scheduled Trading Day after the corresponding Interest Payment Date; or (iv) to the extent of any overdue interest, if anyany overdue interest exists at the time of conversion with respect to such Security.
(d) The Company shall not issue fractional shares upon conversion of Securities. The Issuer’s delivery of the Conversion Consideration If multiple Securities shall be deemed to satisfy in surrendered for conversion at one time by the same Holder, the number of full its obligation to pay shares which shall be issuable upon conversion (and the principal amount number of the Note and accrued and unpaid interestfractional shares, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date which cash shall be deemed delivered) shall be computed on the basis of the aggregate Principal Amount of the Securities (or specified portions thereof to be paid in full rather than cancelled, extinguished or forfeited.the extent permitted hereby) so
Appears in 1 contract
Sources: Indenture (Verigy Ltd.)
Settlement Upon Conversion. The type and amount (a) Except as provided in Section 12.07(e), upon conversion of consideration (any Note, the “Conversion Consideration”) due Company shall deliver to the converting Holder in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be Notes being converted will be a number of shares of Common Stock Units equal to the Conversion Rate in effect on the Conversion Date for such conversionDate, together with cash in lieu of fractional Common Units based on the Last Reported Sale Price.
(i) If the number of shares of The Company shall not issue any fractional Common Stock deliverable pursuant to Section 2.8(c) Units upon conversion of the Notes and shall instead pay cash in lieu of any Note is not a whole number, then such number will be rounded to the nearest whole numberfractional Common Units issuable upon conversion.
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall deliver the Common Units due in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date.
(b) If a Purchaser converts Holder surrenders more than one Note for conversion on a single Conversion Date, then the Conversion Consideration due number of Common Units, if any, that the Company will deliver, and the amount of cash that the Company will pay pursuant to Section 12.03(a)(ii) in respect lieu of such conversion will fractional Common Units, if any, shall be computed determined based on the total principal amount of Notes converted on so surrendered by such Conversion Date by or with respect to such PurchaserHolder.
(iiic) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, If a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Holder converts a Note, to be admitted for listing on except as set forth in Section 12.02(g), (i) such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holder shall not receive any separate cash payment (in addition to the Conversion Obligation) for accrued and unpaid interest, if any. The Issuer, on such Note and (ii) the Company’s delivery to such converting Holder of the Conversion Consideration Obligation shall be deemed to satisfy in full its the Company’s obligation to pay to such Holder (A) the principal amount of the such converted Note and (B) accrued and unpaid interest, if any, to, but not includingexcluding, the relevant Conversion Date. As a result, subject to Section 12.02(g), accrued and unpaid interest, if any (other than for the avoidance of doubtany, PIK Interest)on a converted Note to but, to, and includingexcluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration (Notes, if any, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 7, deliver to converting Holders, in respect of each $1,000 principal amount Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect Rate, on the third Business Day immediately following the relevant Conversion Date for such conversion.
(i) If the number Date, together with cash in lieu of any fractional shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number7.03(d).
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
(c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.
(d) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Notes, the Company shall make payment an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock, together with any cash payment for fractional shares, issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note Notes and all accrued and unpaid interest, if any, interest to, but not includingexcluding, the relevant Conversion Date. As a resultUpon conversion of the Notes, all accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), interest to, and includingbut excluding, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, subject to Section 7.03(c) above.
Appears in 1 contract
Settlement Upon Conversion. The type and amount Other than as set forth in the paragraph below, in the event that the Company receives a Holder’s notice of consideration (conversion, or in the “Conversion Consideration”) due in respect event that the Company exercises its election to convert all or a portion of the Notes pursuant to Section 11.09, the Company will deliver to any converting Holder, for each $1,000 principal amount Original Principal Amount of a Note (includingthe Notes, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate for such Notes, plus cash in effect on lieu of any fractional shares determined as described below in Section 11.01(e), plus an amount of cash equal to accrued and unpaid interest to the Conversion Date, unless the Conversion Date for occurs during the period after the close of business on any Regular Record Date and before the opening of business on the corresponding Interest Payment Date, in which case interest will be payable on such conversionInterest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Regular Record Date (“Physical Settlement”). Following the Issue Date, the Company may, at its option, notify the Trustee, the Holders and the Conversion Agent (such notice, an “Alternative Settlement Method Notice”) of its election to satisfy an obligation to convert each Note through delivery of (x) cash pursuant to clause (iii) below, or (y) a combination of cash and shares of Common Stock pursuant to clause (i) below (plus cash in lieu of fractional shares) (each of the foregoing clauses (x) and (y), and Physical Settlement as described in the first paragraph of this Section 11.01(d), a “Settlement Method”), plus, in each case, an amount of cash equal to accrued and unpaid interest to the applicable Conversion Date, unless such Conversion Date occurs during the period after the close of business on any Regular Record Date and before the opening of business on the corresponding Interest Payment Date, in which case interest will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Regular Record Date. The Settlement Method elected shall be effective within such period as shall be set forth in the Alternative Settlement Method Notice, but shall in no event be effective prior to the date that is thirty (30) calendar days following the date of the Alternative Settlement Method Notice; provided that the Company may not issue an Alternative Settlement Notice on or prior to the 30th Scheduled Trading Day prior to the Stated Maturity; and provided further that the Alternative Settlement Method Notice may specify that the Company’s election of a Settlement Method is effective until thirty (30) calendar days following the distribution of another Alternative Settlement Method Notice electing a different Settlement Method. If the Company elects to redeem the Notes, it will, in its notice of redemption, specify the Settlement Method in effect as of the date of such notice of redemption, which Settlement Method shall apply to all Notes converted following the Company’s notice of redemption.
(i) If the number Company elects to satisfy its obligation to convert the Notes (the “Conversion Obligation”) by a combination of cash and shares of Common Stock deliverable pursuant to in accordance with this Section 2.8(c) 11.01(d), upon conversion the Company will, deliver to converting Holders, in respect of each $1,000 Original Principal Amount of Notes being converted, a “Settlement Amount” equal to (i) cash in an amount equal to the lesser of (a) the Conversion Value and (b) $1,000; (ii) if the Conversion Value is greater than $1,000, an amount in shares equal to the difference between the Conversion Value and $1,000, divided by the Applicable Stock Price for such Notes; and (iii) cash in lieu of any fractional shares as described below in Section 11.01(e). The Settlement Amount in respect of any Note is not a whole number, then such number converted pursuant to this clause (i) will be rounded delivered to converting Holders as soon as practicable (but in no event later than three (3) Business Days) following the nearest whole numberlast day following the determination of the Applicable Stock Price for such Note.
(ii) If In the event that the Company does not elect a Purchaser converts more Settlement Method different than one Note on Physical Settlement (or, after electing a single different Settlement Method, elects to once again satisfy its Conversion Date, then the Conversion Consideration due Obligation using Physical Settlement) in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or accordance with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicablethis Section 11.01(d), the Conversion Consideration due upon Company will deliver to any converting Holder, for each $1,000 Original Principal Amount of the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common StockNotes, a number of shares of Common Stock sufficient equal to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate for such Notes, plus cash in lieu of any fractional shares determined as described below in Section 11.01(e). The shares of Common Stock in respect of any Note converted (and cash in lieu of any fractional shares) while Physical Settlement is increased by in effect will be delivered through the maximum amount pursuant to which Company’s stock transfer agent or DTC as soon as practicable following the Conversion Rate may be increased pursuant to Section 2.9Date for such Note, but in no event later than three (3) Business Days following the Conversion Date.
(viii) Each If the Company elects to satisfy all of its Conversion Share delivered upon conversion Obligation with respect to Notes to be converted in cash in accordance with this Section 11.01(d), the Company shall pay to the converting Holder, for each $1,000 Original Principal Amount of the Notes, cash in an amount equal to the Conversion Value. The Settlement Amount in respect of any Note converted pursuant to this clause (iii) will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except delivered to converting Holders as soon as practicable following the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery determination of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount Value of the Note and accrued and unpaid interest, if any, tosuch Note, but not including, in no event later than three (3) Business Days following the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance date of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeitedsuch determination.
Appears in 1 contract
Sources: First Supplemental Indenture (Goodrich Petroleum Corp)
Settlement Upon Conversion. The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien ASIA-DOCS\12847562.6 DRAFT 076267-0001 or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Sources: Restructuring Support Agreement (5E Advanced Materials, Inc.)
Settlement Upon Conversion. The type (a) Settlement upon conversion will be solely in shares of Common Stock (other than cash in lieu of fractional shares and cash payments made in respect of the Coupon Make Whole Payments pursuant to Sections 6.07 and 6.10 and accrued and unpaid interest upon conversion pursuant to this Section 6.03). With respect to the aggregate principal amount of consideration (Securities to be converted, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 6, deliver to converting Holders, in respect of each $1,000 principal amount of a Note (includingSecurities being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate Rate; provided that the Company will deliver cash in effect on lieu of fractional shares in accordance with Section 6.03(d). If the Conversion Date for such conversion.
(i) If Company delivers shares in respect of the Coupon Make Whole Payment, if any, the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number be delivered will be rounded to the nearest whole numberdetermined in accordance with Sections 6.07 and 6.10, as applicable.
(iib) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such Upon any conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstandingprior to April 15, the Issuer will reserve2015, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interestinterest (including Additional Interest, if any) in connection with the conversion of any Securities unless the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, in which case Holders of such converted Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(c) Upon any conversion after April 15, 2015, on the Conversion Date or Mandatory Conversion Date, as the case may be, Holders shall receive a separate cash payment for accrued and unpaid interest (including Additional Interest, if any) through and including the Conversion Date or Mandatory Conversion Date, as the case may be; provided that if the Conversion Date or the Mandatory Conversion Date, as the case may be, occurs after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Securities. The Issuer’s delivery If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the aggregate principal amount of the Note and accrued and unpaid interest, if any, to, but not includingSecurities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Securities, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than Company shall pay the converting Holder an amount in cash for the avoidance current market value of doubt, PIK Interest), to, and including, the fractional shares. The current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Date shall be deemed or Mandatory Conversion Date, as the case may be, by such fractional share and rounding the product to be paid in the nearest whole cent.
(e) By delivery to the Holder of the full rather than cancellednumber of shares of Common Stock issuable upon conversion (including shares issued to satisfy the Coupon Make Whole Payments, extinguished or forfeited.if any), together with accrued and unpaid interest (and Additional Interest, if any) pursuant to this
Appears in 1 contract
Sources: Indenture (Evergreen Solar Inc)
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration (Notes the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 7, deliver to converting Holders, in respect of each $1,000 principal amount the Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect Rate, on the Conversion Date for such conversion.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after following the relevant Conversion Date for such conversion.
(iv) At all times when Date, together with any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved applicable Make-Whole Payment in cash or in shares of Common Stock, a number as applicable, and cash in lieu of any fractional shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.97.03(d).
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
(c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date (including any outstanding PIK Interest) notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Notes (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable). If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable) (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered (and the aggregate Make-Whole Payment to be paid in shares of Common Stock, if applicable). If any fractional share would be issuable upon the conversion of any Notes (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable), the Company shall make payment of an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock, together with any applicable Make-Whole Payment in cash or in shares of Common Stock, as applicable, and any cash payment for fractional shares, issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the principal Principal Amount of the Notes so converted, the applicable Make-Whole Payment, as applicable, and all accrued and unpaid interest to, but excluding, the Conversion Date.
(f) Each Holder who elects to convert any of its Notes at the Holder’s option will receive a payment (the “Voluntary Conversion Make-Whole Payment”) for the Notes being converted. The Voluntary Conversion Make-Whole Payment will be an amount equal to the product of (x) the Principal Amount of the Notes surrendered for conversion and (y) the Applicable Percentage as in effect on the date on which the Holder shall have delivered the Conversion Notice. The Company may settle the Voluntary Conversion Make-Whole Payment in cash or in shares of Common Stock, at the Company's election, subject to the limitations described in Section 7.01(e) and Section 7.01(f); provided, however, that if the Last Reported Sale Price on the Conversion Date was higher than the Applicable Conversion Price as of such date, the Voluntary Conversion Make-Whole Payment must be settled in shares of Common Stock, which for purposes of such payment shall be valued at the Applicable Conversion Price, and in all events the Common Stock so delivered by the Company must be freely tradeable without restrictions under Rule 144. A Holder shall have the right prior to settlement to notify the Company that any proposed settlement of the Voluntary Conversion Make-Whole Payment in shares of Common Stock would violate such limitations. To the extent that such limitations apply, the number of shares of Common Stock issuable upon conversion (and the associated Principal Amount of the Notes being converted) and in settlement of the Voluntary Conversion Make-Whole Payment shall be reduced proportionately so that the total number of shares issuable upon and after giving effect to such conversion and in settlement of the Voluntary Conversion Make-Whole Payment in shares of Common Stock shall not exceed such limitations. If the Company elects to pay the Voluntary Conversion Make-Whole Payment in shares of Common Stock, the Company will deliver to each Holder of converted Notes a number of shares of Common Stock at settlement equal to (i) the amount of the Note Voluntary Conversion Make-Whole Payment owed to such Holder and accrued and unpaid interestbeing paid in shares of Common Stock divided by (ii) the Applicable Conversion Price. Delivery of such shares of Common Stock shall be made in the same manner as the delivery of shares in settlement of the conversion obligation under this Article 7. If the Company elects or, if anydue to the limitations set forth herein, tois obligated to pay the Voluntary Conversion Make-Whole Payment in cash, but not includingthe Company shall, on the second Business Day immediately following the relevant Conversion Date. As , deposit with the Paying Agent a result, accrued and unpaid interest, if any sum (other than in funds which are immediately available on the due date for the avoidance of doubt, PIK Interest), tosuch payment) sufficient to pay such Voluntary Conversion Make-Whole Payment, and including(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action. Within two (2) Business Days immediately following the Conversion Date, the relevant Company shall send, or at the written request and expense of the Company have the Trustee send, a notice to the Holders specifying whether the Company has elected to settle the Voluntary Conversion Date Make-Whole Payment in cash or in shares of Common Stock (the “Voluntary Conversion Make-Whole Payment Notice”). If the Company gives the Voluntary Conversion Make-Whole Payment Notice, it shall also deliver a copy of such notice to the Trustee and Paying Agent. With respect to Physical Notes, such delivery shall be deemed by first class mail, and with respect to Global Notes, such delivery shall be paid in full rather than cancelled, extinguished or forfeitedpursuant to the Applicable Procedures of the Depository.
Appears in 1 contract
Sources: Indenture (Gevo, Inc.)
Settlement Upon Conversion. The type and amount a) With respect to any conversion of consideration (Notes, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 7, deliver to converting Holders, in respect of each $1,000 principal amount Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate Rate, and, if applicable, pay any Interest Make-Whole Payment as described in effect Section 7.03(f), on the third Business Day immediately following the relevant Conversion Date for such conversion.
(i) If the number Date, together with cash in lieu of any fractional shares of Common Stock deliverable pursuant to Section 2.8(c7.03(d) upon conversion of and any Note is not a whole number, then cash payable in connection with any such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all thenInterest Make-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased Whole Payment pursuant to Section 2.97.03(f).
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has delivered notice specifying a Redemption Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note; or (v) for conversions made pursuant to Section 7.03(f).
d) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Notes, the Company shall make payment in an amount of cash based on the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the closing sale price of the Common Stock on the relevant Conversion Consideration shall Date (or, if such Conversion Date is not a Trading Day, on the immediately preceding Trading Day) by such fractional share and rounding the product to the nearest whole cent.
e) By delivery to the Holder of the full number of shares of Common Stock, together with any cash payment for fractional shares and the Interest Make-Whole Payment, if applicable, the Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note Notes and all accrued and unpaid interest, if any, interest to, but not includingexcluding, the relevant Conversion Date. As a resultUpon conversion of the Notes, all accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), interest to, and includingbut excluding, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, subject to Section 7.03(c) above. Notwithstanding the foregoing, unless and until the Company obtains shareholder approval to issue 20% or more of the Common Stock outstanding at the time the Notes are issued in accordance with certain listing standards of the NASDAQ Global Market, if the Company is required to deliver shares of Common Stock to a converting Holder and such number of shares, in aggregate with all the other shares of Common Stock previously delivered by the Company upon conversion of Notes, exceeds 19.99% of the Common Stock outstanding on the date that the Notes are first issued, the Company will pay to such Holder the value of any such excess shares in cash (based on the per-share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg Page “OCLR <equity> AQR” (or its equivalent successor if such page is not available) in respect of the 5 Trading Day period commencing on the second Scheduled Trading Day next succeeding the relevant Conversion Date); provided that the Company will notify such Holder of the exact manner in which such cash value will be determined no later than the Close of Business on the Scheduled Trading Day immediately following the Conversion Date.
f) Prior to February 15, 2018, in the event the Last Reported Sale Price of the Common Stock for 20 or more Trading Days (whether or not consecutive) in a period of 30 consecutive Trading Days ending within five Trading Days prior to the date the Company receives a Conversion Notice exceeds the Conversion Price in effect on each such Trading Day, the Company shall, in addition to delivering the shares of Common Stock upon conversion by the Holder of the Notes pursuant to Section 7.03, together with cash in lieu of fractional shares, make a payment (the “Interest Make-Whole Payment”) in cash equal to the sum of the remaining scheduled payments of interest on the Notes to be converted through February 15, 2018. The Company will notify Holders (with a copy to the Trustee and the Conversion Agent) of such Interest Make-Whole Payment amount no later than one Business Day after the Company receives the Conversion Notice. If a Holder converts its Notes pursuant to this Section 7.03(f) after the Close of Business on a Regular Record Date for the payment of interest and before the Open of Business on the immediately following Interest Payment Date, the Company will not pay accrued interest to any converting Holder, and will instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Interest Record Date. In such case, the Interest Make-Whole Payment to such converting Holders will equal the sum of the remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for until February 15, 2018, calculated as described in this Section 7.03(f). Any Holder that converts its Notes in connection with a Make-Whole Fundamental Change as described in Section 7.07 will not receive the Interest Make-Whole Payment but will instead receive the Additional Shares pursuant to Section 7.07 and as set forth in the table in Schedule A.
Appears in 1 contract
Sources: Indenture (Oclaro, Inc.)
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration (Securities, if any, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 7, deliver to converting Holders, in respect of each $1,000 principal amount Principal Amount of a Note (includingSecurities being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect on the Conversion Date for such conversionRate.
(i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest (including Additional Interest, if any) unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates.
(c) If Securities are converted after the Close of Business on a Regular Record Date for the payment of interest but prior to the Open of Business on the related Interest Payment Date, Holders of such Securities at the Close of Business on such Regular Record Date will receive the interest (including Additional Interest, if any) payable on such Securities on the corresponding Interest Payment Date notwithstanding the conversion. Securities surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest (including Additional Interest, if any) payable on the Securities so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date preceding the Maturity Date; (ii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Security.
(d) The Company shall not issue fractional shares upon conversion of Securities. If multiple Securities shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Securities, the Company shall make payment an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock, together with any cash payment for fractional shares, issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note Securities and all accrued and unpaid interestinterest (and Additional Interest, if any, ) to, but not including, the relevant Conversion Date. As a resultUpon conversion of the Securities, all accrued and unpaid interestinterest (and Additional Interest, if any (other than for the avoidance of doubt, PIK Interest), any) to, and but not including, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, unless such conversion occurs after the Close of Business on a Regular Record Date and prior to the Open of Business on the Interest Payment Date to which it relates, in which case such payment shall be made to the Holder of the converted Securities as of the Close of Business on the Regular Record Date.
Appears in 1 contract
Sources: Indenture (Evergreen Solar Inc)
Settlement Upon Conversion. The type and amount of consideration (the “Conversion Consideration”a) due in respect of each $1,000 principal amount of a Note Holders surrendering Securities for conversion shall be entitled to receive (including, for the avoidance of doubt, any PIK Interest paid with respect theretoi) to be converted will be a number of shares of Common Stock (the “Conversion Shares”) equal to the quotient of (x) the aggregate principal amount of Securities surrendered plus any interest accrued and unpaid thereon divided by (y) the Base Conversion Rate Price, and (ii) any Additional Shares required pursuant to Section 9.05.
(b) Upon the conversion of a Security, the Company shall deliver the Conversion Shares and the Additional Shares, if any, as soon as practicable and in effect on no event later than the third Business Day following the Conversion Date for (each such conversiondelivery date, a “Settlement Date”).
(ic) If the number A Holder shall not be entitled to any rights of shares a holder of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of until such Holder has converted its Securities. The Person in whose name any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by certificate or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved certificates evidencing shares of Common Stock, a number if any, issuable upon conversion shall become, at the Close of Business on such Conversion Date, the holder of record of the shares of Common Stock sufficient to permit the represented thereby. Except as set forth in this Second Supplemental Indenture, no payment or adjustment will be made for dividends or distributions declared or made on shares of Common Stock issued upon conversion of all then-outstanding Notes, assuming a Security prior to the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9issuance of such shares of Common Stock.
(vd) Each Conversion Share delivered upon Upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversiona Security, a Purchaser shall Holder will not receive any separate cash payment for representing any accrued and unpaid interestinterest through the Conversion Date. Instead, accrued and unpaid interest will be converted into Common Stock as set forth in Paragraph (a) of this Section 9.03. The payment and delivery to the Holder of Common Stock (if any. The Issuer) into which the Holder’s delivery of the Conversion Consideration shall Securities and all accrued and unpaid interest thereon are convertible will be deemed to satisfy in full its the Company’s obligation to pay the principal amount of the Note Securities and the Company’s obligation to pay accrued but unpaid interest attributable to the period from the most recent Interest Payment Date through the Conversion Date.
(e) The Base Conversion Rate will not be adjusted for accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Settlement Upon Conversion. The type and amount of consideration (a) Upon conversion, the “Conversion Consideration”) due Company will deliver to the Purchaser in respect of each $1,000 of principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect theretoNote(s) to be being converted will be a number of shares of Class A Common Stock equal to the Conversion Rate in effect immediately prior to the Close of Business on the relevant Conversion Date for such conversionDate.
(b) Notwithstanding Section 10.2(a), in the event of a conversion prior to the Stockholder Approval, (i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number Company will be rounded deliver to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on each $1,000 of principal of the total principal amount of Notes Note(s) being converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Class A Common Stock sufficient equal to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by in effect immediately prior to the maximum Close of Business on the relevant Conversion Date, up to the Available Reserve, and (ii) the Company shall pay to the Purchaser cash in an amount pursuant equal to which the product of (A) such number of shares of Class A Common Stock issuable upon conversion of the Note(s) being converted in excess of the Available Reserve and (B) the Closing Sale Price of the Class A Common Stock on the relevant Conversion Rate may be increased pursuant to Section 2.9Date.
(vc) Each Conversion Share delivered No fractional shares will be issued upon conversion conversion. Instead, the Company will pay cash in lieu of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to fractional share based on the extent of any lien or adverse claim created by the action or inaction Closing Sale Price of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Class A Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each relevant Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vi) Upon conversion, a Purchaser shall not receive any separate cash payment for Date. All accrued and unpaid interest, if any. The Issuer’s delivery of interest on the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, toNotes or portion thereof that is converted until, but not including, the Conversion Date will be paid in cash simultaneously with the delivery of shares of Class A Common Stock upon settlement of the related conversion.
(d) Each conversion will be deemed to have been effected as to any portion of the Note(s) surrendered for conversion on the Conversion Date, and with respect to the shares of Class A Common Stock that are issuable upon such conversion, the Person in whose name the certificate or certificates for such shares will be registered will be treated as the holder of record of such shares as of the Close of Business on the Conversion Date.
(e) The Company will deliver the consideration due in respect of any conversion on the second Business Day immediately following the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Berkshire Grey, Inc.)
Settlement Upon Conversion. The type and amount (a) With respect to any conversion of consideration (Notes, if any, the “Conversion Consideration”) due Company shall, subject to the provisions of this Article 7, deliver to converting Holders, in respect of each $1,000 principal amount the Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate in effect Rate, on the Conversion Date for such conversion.
(i) If third Business Day immediately following the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number.
(ii) If a Purchaser converts more than one Note on a single relevant Conversion Date, then the Conversion Consideration due together with any applicable Make-Whole Payment in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by cash or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved in shares of Common Stock, a number as applicable, and cash in lieu of any fractional shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.97.03(d).
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
(c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date (including any outstanding PIK Interest) notwithstanding the conversion.
(d) The Company shall not issue fractional shares upon conversion of Notes (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable). If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable) (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered (and the aggregate Make-Whole Payment to be paid in shares of Common Stock, if applicable). If any fractional share would be issuable upon the conversion of any Notes (and on payment of any Make-Whole Payment in shares of Common Stock, as applicable), the Company shall make payment of an amount in cash for the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Consideration shall Date by such fractional share and rounding the product to the nearest whole cent.
(e) By delivery to the Holder of the full number of shares of Common Stock, together with any applicable Make-Whole Payment in cash or in shares of Common Stock, as applicable, and any cash payment for fractional shares, issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the principal Principal Amount of the Notes so converted, the applicable Make-Whole Payment, as applicable, and all accrued and unpaid interest to, but excluding, the Conversion Date.
(f) If and only if the Company obtains Stockholder Approval of the 19.99% Proposal, in addition to the consideration due upon conversion as provided herein, each Holder who elects to convert any of its Notes at the Holder’s option will receive a payment (the “Voluntary Conversion Make-Whole Payment”) for the Notes being converted. The Voluntary Conversion Make-Whole Payment will be an amount equal to the aggregate amount of interest payments that would have been payable on such converted Notes from the last day through which interest was paid on the Notes (or from the Issue Date if no interest has been paid on the Notes or from the next succeeding Interest Payment Date if such conversion occurs after a Regular Record Date and on or before the next succeeding Interest Payment Date), through and including the Maturity Date (determined as if such conversion did not occur). If the Company obtains Stockholder Approval of the Stockholder Proposals, the Company may settle the Voluntary Conversion Make-Whole Payment in cash or in shares of Common Stock, at the Company’s election, subject to the limitations described in Sections 7.01(e) and (f) and in Section 7.09(a). A Holder shall have the right prior to settlement to notify the Company that any proposed settlement of the Voluntary Conversion Make-Whole Payment in shares of Common Stock would violate such limitations. To the extent that such limitations apply, the number of shares of Common Stock issuable upon conversion (and the associated Principal Amount of the Notes being converted) and in settlement of the Voluntary Conversion Make-Whole Payment shall be reduced proportionately so that the total number of shares issuable upon and after giving effect to such conversion and in settlement of the Voluntary Conversion Make-Whole Payment in shares of Common Stock shall not exceed such limitations. In the event that the foregoing structure should in any way adversely affect the Company’s ability to comply with the applicable rules and regulations of the NASDAQ Stock Market, LLC for purposes of obtaining Stockholder Approval of the 19.99% Proposal, the Company will not have the right to elect to pay the Voluntary Conversion Make-Whole Payment in shares of Common Stock, and all Voluntary Conversion Make-Whole Payments shall be paid in cash. Subject to the foregoing, if the Company elects to pay the Voluntary Conversion Make-Whole Payment in shares of Common Stock, the Company will deliver to each Holder of converted Notes a number of shares of Common Stock at settlement equal to (i) the amount of the Note Voluntary Conversion Make-Whole Payment owed to such Holder and accrued and unpaid interestbeing paid in shares of Common Stock divided by (ii) the applicable Conversion Price. Delivery of such shares of Common Stock shall be made in the same manner as the delivery of shares in settlement of the conversion obligation under this Article 7. If the Company elects or, if anydue to the limitations set forth herein, tois obligated to pay the Voluntary Conversion Make-Whole Payment in cash, but not includingthe Company shall, on the third Business Day immediately following the relevant Conversion Date. As , deposit with the Paying Agent a result, accrued and unpaid interest, if any sum (other than in funds which are immediately available on the due date for the avoidance of doubt, PIK Interest), tosuch payment) sufficient to pay such Voluntary Conversion Make-Whole Payment, and including(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of any failure to take such action. Within two (2) Business Days immediately following the Conversion Date, the relevant Company shall send, or at the written request and expense of the Company have the Trustee send, a notice to the Holders specifying whether the Company has elected to settle the Voluntary Conversion Date Make-Whole Payment in cash or in shares of Common Stock (the “Voluntary Conversion Make-Whole Payment Notice”). If the Company gives the Voluntary Conversion Make-Whole Payment Notice, it shall also deliver a copy of such notice to the Trustee and Paying Agent. With respect to Physical Notes, such delivery shall be deemed by first class mail, and with respect to Global Notes, such delivery shall be paid in full rather than cancelled, extinguished or forfeitedpursuant to the Applicable Procedures of the Depository.
Appears in 1 contract
Settlement Upon Conversion. The type and amount a) With respect to any conversion of consideration (Notes, other than a conversion of Notes subject to the “provisions of Section 7.07(f) hereof, the Company shall, subject to the provisions of this Article 7, deliver, no later than the second Business Day immediately following the relevant Conversion Consideration”) due Date, to converting Holders, in respect of each $1,000 principal amount Principal Amount of a Note (includingNotes being converted, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Applicable Conversion Rate as of such Conversion Date, together with cash in effect on the Conversion Date for such conversion.
(i) If the number lieu of any fractional shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number7.03(d).
(ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser.
(iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion.
(iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9.
(v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.
(vib) Upon conversion, a Purchaser Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date.
c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has delivered notice specifying a Redemption Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.
d) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Notes, the Company shall make payment in an amount of cash based on the current market value of the fractional shares. The Issuer’s delivery current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the closing sale price of the Common Stock on the relevant Conversion Consideration shall Date (or, if such Conversion Date is not a Trading Day, on the immediately preceding Trading Day) by such fractional share and rounding the product to the nearest whole cent.
e) By delivery to the Holder of the full number of shares of Common Stock, together with any cash payment for fractional shares, the Company will be deemed to satisfy in full its obligation to pay the principal amount Principal Amount of the Note Notes and all accrued and unpaid interest, if any, interest to, but not includingexcluding, the relevant Conversion Date. As a resultUpon conversion of the Notes, all accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), interest to, and includingbut excluding, the relevant Conversion Date shall will be deemed to be paid in full rather than cancelledcanceled, extinguished or forfeited, subject to Section 7.03(c) above.
Appears in 1 contract
Sources: Indenture (Hc2 Holdings, Inc.)