Equity Conversion Definition | Law Insider (2024)

Equity Conversion

means the conversion of all outstanding secured obligations under the Amended and Restated Credit Agreement, dated as of May 6, 2011, by and among the Borrower and GMSC as co-borrowers, the Parent and certain of their respective Subsidiaries, OCM Marine Investments CTB, Ltd., as initial lender, and OCM Administrative Agent, LLC, as administrative agent and collateral agent, into equity of the Parent pursuant to the Equity Contribution Agreement on the terms and in the amounts set forth in the Plan of Reorganization.

Equity Conversion

means the conversion of the Term Loans into the equity of Holdings or a parent directly owning 100% of the equity of Holdings in accordance with Section 2.20.

Equity Conversion

has the meaning set forth in the recitals hereto.

Equity Conversion.

If the Zensun IPO shall occur prior to the Offshore Maturity Date, the Offshore Lender shall, to the extent permitted by applicable law, have the option to convert up to an amount equal to the higher of (i) the aggregate outstanding principal amount of the Onshore Loan and the Offshore Loan immediately prior to the completion of the Zensun IPO and (b) US$[***] (i.e., up to [***]% of the US$12,000,000 combined onshore and offshore loan principal amounts) (the “Conversion Principal Amount”) into such number of fully paid and non-assessable shares of the Borrower (or its listing vehicle, as appropriate) as determined in accordance with the following formula, immediately prior to the completion of the Zensun IPO (the “IPO Conversion”): Conversion Principal Amount/IPO price per share The Borrower shall take all necessary action (to the extent permitted by applicable law) to facilitate the IPO Conversion, including without limitation, to provide the Offshore Lender with sufficient notice regarding the prospective Zensun IPO. Upon the IPO Conversion, all the other interests shall continue to accrue for such outstanding principal amount not otherwise converted, prepaid or repaid; all the other accrued or due but unpaid interests (whether or not in respect of the Conversion Principal Amount) shall not be prejudiced by the IPO Conversion and shall be paid to the Offshore Lender; and all the interests already paid shall not be refunded. Interest: Simple interest of [***] percent ([***] per annum (the “Interest Rate”) payable [***] in arrears (calculated on a [***] basis). The Interest Rate is based on the assumption that Borrower will bear [***] tax (the “Withholding Tax”) and a [***] tax and local surcharge (the “Business Tax”) on the interest on the Offshore Loan in accordance with the section entitled “Withholding Taxes; Additional Amounts”. In the event of any change to the Withholding Tax or the Business Tax, the Interest Rate shall be adjusted so that the total cost of the Offshore Loan (consisting of interest, Withholding Tax and Business Tax) to the Borrower is [***] percent ([***]%) per annum. If the Borrower fails to pay any amount on its due date, default interest shall accrue on such unpaid sum at a rate [***] than the above interest rate. CONFIDENTIAL TREATMENT REQUEST—EDITED COPY *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [***]. A COMPLETE VERSION OF THIS EX...

Equity Conversion

means the transaction completed on or prior to the date of this Agreement in which a portion of the Bank Debt and all of the Xxxxxx Mezzanine Debt shall have been converted into equity held directly or indirectly by the Bank Debt Lenders as approved in that certain Order Granting the Debtors’ Motion Pursuant to Sections 105 and 363 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 6004 and 9019 for Authorization to Restructure Certain Terms of the Archstone Credit Facilities issued May 25, 2010 by the United States Bankruptcy Court for the Southern District of New York, as modified and approved in that certain Order Granting the Debtors’ Motion Pursuant to Sections 105 and 363 of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 6004 and 9019 for Authorization to Modify Certain Terms of the Restructuring of the Archstone Credit Facilities (the “Order”), dated November 18, 2010 [Docket No. 12894].

Equity Conversion

means the conversion by the Banks on the Closing Date of loans outstanding under the Existing Credit Agreements to Common Stock of the Borrower pursuant to the Equity Conversion Letters.

Equity Conversion

has the meaning given to it in the Deed of Undertaking.

Equity Conversion

means the conversion of a portion of the Loans of the SCI Lenders into capital stock of Brigxxx Xxxloration pursuant to the terms of the Equity Conversion Agreement.

Equity Conversion

has the meaning assigned to such term in Section 3.01.

Equity Conversion

has the meaning assigned to such term in the recitals hereto.