Exercise of Conversion Right Clause Samples
The "Exercise of Conversion Right" clause defines the process by which a party, typically a holder of convertible securities, can convert those securities into another form, such as common stock. This clause outlines the steps required to initiate the conversion, including any necessary notices, timing requirements, and the calculation of the number of shares or units to be received upon conversion. Its core practical function is to provide a clear and standardized mechanism for converting securities, ensuring both parties understand their rights and obligations and reducing the risk of disputes over the conversion process.
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Exercise of Conversion Right. To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.
Exercise of Conversion Right. (a) In order to exercise the conversion right:
(i) the Holder of any Definitive Note to be converted must (1) complete and manually sign a notice of conversion substantially in the form set forth on the reverse of the Note (the “Conversion Notice”); (2) deliver the Conversion Notice and the Definitive Note (and the Certificate of Conversion & Restricted Transfer (defined below), if applicable) to the Conversion Agent and the Company; and (3) if required, furnish appropriate endorsements and transfer documents; or
(ii) the holder of beneficial interests in any Global Note to be converted must comply with the Applicable Procedures to cause the beneficial interests in such Global Note to be delivered to the Conversion Agent, and, in either case, the Holder of a Definitive Note or holder of beneficial interests in a Global Note will, if required, pay all transfer or similar taxes and, if required pursuant to Section 4.03(b) hereof, pay funds equal to the interest payable on the next interest payment date. The date on which a Holder of a Definitive Note or holder of a beneficial interest in a Global Note completes the requirements of this Section 4.03(a) shall be deemed to be the date of conversion (the “Conversion Date”) for purposes of this Article 4. On and after the Conversion Date, the conversion by such Holder or holder, as set forth in the Conversion Notice, shall become irrevocable.
(b) Notes shall be deemed to have been converted immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holders of such Notes as Holders will cease, and the Person or Persons entitled to receive the shares of Common Stock payable and issuable upon conversion will be treated for all purposes as the payee or payees of such payment and the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either:
(i) delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), the cash payment, together with certificates representing the number of shares of Common Stock, payable and issuable upon the conversion; or
(ii) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) the cash payment, together with such number of shares of Common Stock payable and issuable upon such conversion in accordance with the Applicable Proced...
Exercise of Conversion Right. 68 Section 12.3.
Exercise of Conversion Right. The Conversion Right may be exercised by the Holder on any business day on or after the Commencement Date and not later than the Expiration Date by delivering the Warrant with a duly executed exercise form attached hereto with the conversion section completed to the Company, exercising the Conversion Right and specifying the total number of shares of Common Stock the Holder will purchase pursuant to such conversion.
Exercise of Conversion Right. In order to exercise the conversion right with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s book-entry conversion program; deliver, or cause to be delivered, by book-entry delivery an interest in such Global Note; furnish appropriate endorsements and transfer documents if required by the Issuer or the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant to Section 14.8. In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8. As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Issuer shall cause the Company to issue and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Section 14.14 and (ii) cash or a check in respect of any fractional interest in respect of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer shall execute and the Trustee shall au...
Exercise of Conversion Right. The Conversion Right may be exercised by the Lender by completing and signing the notice of conversion (the “Conversion Notice”) and delivering the Conversion Notice and this Note to the Borrower. The Conversion Notice shall provide that the Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Issue Date”) on which Shares are to be issued upon the exercise of the Conversion Right (such date to be no earlier than three (3) Business Days and no later than seven (7) Business Days after the day on which the Conversion Notice is issued). The conversion shall be deemed to have been effected immediately prior to the close of business on the Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non- assessable at such time. Within seven (7) Business Days after the Issue Date, a certificate for the required number of Shares shall be issued to the Lender. If less than all of the Principal Amount of this Note is the subject of the Conversion Right, then within seven (7) Business Days after the Issue Date, the Borrowers shall deliver to the Lender a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof, plus the unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.
Exercise of Conversion Right. (a) In order to exercise the conversion right provided in Section 8.1, a Holder of the Debentures shall surrender the Debentures at the office of the Company or other registrar appointed by the Company, together with a conversion notice in the form attached to the Debenture as Exhibit A thereto. Such Holder shall thereupon be deemed the holder of the underlying shares of Common Stock, and the principal amount so converted of such Debentures shall be deemed to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any Debenture converted under this Section. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of the number of shares of Common Stock into which the applicable principal amount of such Debenture is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Debenture Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under Section 8.5.
(b) For the purposes of this Article 8, a Debenture shall be deemed to be surrendered for conversion in the case of Section 8.1, on the date (herein called "Date of Conversion") on which it is surrendered by delivery to the Company at its principal office in Boulder, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Debenture is notified in writing, and, in the case of a Debenture surrendered by mailing or other means of transmission, on the date on which it is received by the Company at its principal office in Boulder, Colorado, or other registrar, if any, appointed by the Company and of which the Holder of the Debenture is notified in writing; provided that if a Debenture is surrendered for conversion on a day on which the register of Common Stock is closed, the person or persons entitled to receive Common Stock shall become the holder or holders of record of such shares or Common Stock as at the date on which such register is next reopened.
(c) Except as otherwise provided herein, any part, be...
Exercise of Conversion Right. (a) In order to exercise the conversion right with respect to any Separate Convertible Note in certificated form, the Holder must deliver to the Paying Agent such Separate Convertible Note with the irrevocable duly completed and manually signed form entitled “Conversion Notice” on the reverse thereof (a “Conversion Notice”), together with, if the Separate Convertible Note is in certificated form, such Separate Convertible Note duly endorsed for transfer, along with appropriate endorsements and transfer documents, if required, accompanied by the funds, if any, required by this Section 7.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock that shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 7.07. To convert a Separate Convertible Note held in book-entry form, a Holder must convert by book-entry transfer to the Conversion Agent through the facilities of DTC and the conversion notice must comply with all applicable DTC procedures. Holders may also obtain copies of the required form of the Conversion Notice from the Conversion Agent. A certificate, or a book-entry transfer through DTC, for the number of shares of the Company’s Common Stock, if any, for which any Separate Convertible Notes are converted, together with a cash payment for any fractional shares, shall be delivered through the Conversion Agent as soon as practicable, but no later than the third Business Day following the last Trading Day of the Note Observation Period.
(b) If the Company is required to deliver shares of Common Stock (upon settlement in accordance with Sections 7.11 and 7.12, if applicable, on the third Business Day immediately following the last day of the Note Observation Period), after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Separate Convertible Note or Separate Convertible Notes (or portion thereof) so converted), and in accordance with the time periods set forth in this Article 7, the Company shall deliver to such Holder at the office or agency maintained by the Company for such purpose pursuant to Section 10.2 of the Base Indenture, (i) a certificate or certificates for the number o...
Exercise of Conversion Right. To convert any of the principal hereunder into Shares by exercise of the Voluntary Conversion Right, Lender shall deliver to Borrower a written notice of election to exercise the Voluntary Conversion Right (the "Voluntary Conversion Notice"). Borrower shall, as soon as practicable thereafter, issue and deliver to Lender a certificate or certificates, registered in Lender's name, for the number of Shares to which Lender shall be entitled by virtue of such exercise (the "Voluntary Conversion Shares"). The conversion of the outstanding principal hereunder shall be deemed to have been made on the date that Borrower receives the Voluntary Conversion Notice (the "Conversion Date") and Lender shall be treated for all purposes as the record holder of the Voluntary Conversion Shares as of such date to the extent permitted under applicable law.
Exercise of Conversion Right. 60 Section 12.3 Fractions of Common Shares....................................61 Section 12.4 Adjustment of Conversion Price................................61 Section 12.5 Notice of Adjustments of Conversion Price.....................70 Section 12.6 Notice Prior to Certain Actions...............................71 Section 12.7 Company to Reserve Common Stock...............................72 Section 12.8 Covenant as to Common Stock...................................72 Section 12.9 Taxes on Conversions..........................................72 Section 12.10 Cancellation of Converted Securities..........................72 Section 12.11 Effect of Reclassification, Consolidation, Merger or Sale.....72 Section 12.12 Responsibility of Trustee for Conversion Provisions...........73 ARTICLE XIII OTHER PROVISIONS OF GENERAL APPLICATION