Additional Conversion Rate; Additional Shares Sample Clauses

Additional Conversion Rate; Additional Shares. (a) If a Fundamental Change shall occur and, in respect thereof, any Holder shall have elected a Fundamental Change Conversion for, and shall have surrendered for conversion, all or a portion of such Holder’s Securities (or any portion thereof), then the Company shall remit to such Holder, on the related Conversion Date, a Make-Whole Premium for such Securities (or a portion thereof), payable solely in shares of Common Stock in such numbers, and pursuant to such other terms and conditions as set forth in this Article XV. The Make-Whole Premium shall consist of an increase in the Conversion Rate (determined in accordance with Article XIV and, if applicable, taking into account the adjustments of Conversion Price set forth in Section 14.06) for such Securities in accordance with the following sentence. To give effect to any Make-Whole Premium for Securities subject to a Fundamental Change Conversion, the Conversion Rate for such Securities (determined as aforesaid) shall be increased by adding thereto a rate (an “Additional Conversion Rate”) equal to (i) a number of additional shares of Common Stock (the (“Additional Shares”) per (ii) $1,000 Principal Amount of Securities. The Additional Shares comprised in any Additional Conversion Rate shall be determined pursuant to Section 15.01(b). (b) The number of Additional Shares comprised in any Additional Conversion Rate by the addition of which (in the circumstances described in Section 15.01(a)) the Conversion Rate shall be increased, shall be determined by reference to the table below (the “Additional Shares Table”) and is based on the Effective Date of the applicable Fundamental Change and on the Stock Price. For purposes of this Agreement, “Stock Price” means the price paid per share of Common Stock in the transaction constituting the applicable Fundamental Change, determined as follows: (i) if holders of Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock; or (ii) in all other circumstances, the Stock Price shall be the arithmetic average of the Closing Prices Per Share of the Common Stock on the ten (10) Trading Days prior to, but not including, the Effective Date. The following table shows, for a range of hypothetical Stock Prices and Effective Dates, the number of Additional Shares comprised in the resulting Additional Conversion Rate — i.e., the number of Additional Shares to be distributed to each Holder for each $1,000 Princi...