Conversion is at the market price. If the company is in bad shape then the bondholders want their cash back and shareholders will be left with nothing. If the company is in good shape then the bondholders want the share price (and conversion price) to be as low as possible in order to seize as much equity as possible for themselves and leave as little as possible for current shareholders.
If there were no convertibility then the shares would have very attractive optionality.
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