Common use of Adjustment Deferral Clause in Contracts

Adjustment Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 6 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 6, the Company may, at its election by written notice to the Trustee, the Conversion Agent and the Holders, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note; (iii) the date a Fundamental Change occurs; and (iv) February 1, 2025.

Appears in 2 contracts

Samples: Ninth Supplemental Indenture (Tellurian Inc. /De/), Securities Purchase Agreement (Tellurian Inc. /De/)

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Adjustment Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 6 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 65, the Company may, at its election by written notice to the Trustee, the Conversion Agent and the Holderselection, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest to occur of the following: (i) when all such deferred adjustments would result in a an aggregate change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note; (iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; and (iv) February 1, 2025the date the Company calls any Notes for Redemption.

Appears in 2 contracts

Samples: First Supplemental Indenture (Tilray Brands, Inc.), First Supplemental Indenture (Inseego Corp.)

Adjustment Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 6 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 65, the Company may, at its election by written notice to the Trustee, the Conversion Agent and the Holderselection, defer and carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would would, had they not been so deferred and carried forward, result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note; (iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; (iv) the date the Company calls any Notes for Redemption; and (ivv) February 1June 15, 20252026, in each case, except to the extent such adjustments have already been given effect.

Appears in 1 contract

Samples: First Supplemental Indenture (Nikola Corp)

Adjustment Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 6 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 65, the Company may, at its election by written notice to the Trustee, the Conversion Agent and the Holders, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note; (iii) the date a Fundamental Change occurs; and (iv) February 1, 2025.

Appears in 1 contract

Samples: First Supplemental Indenture (Tellurian Inc. /De/)

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Adjustment Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 6 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 65, the Company may, at its election by written notice to the Trustee, the Conversion Agent and the Holderselection, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note; (iii) the date a Fundamental Change occurs; and (iv) February 1the date the Company calls any Notes for Redemption; and (v) December 19, 20252028.

Appears in 1 contract

Samples: Indenture (Biora Therapeutics, Inc.)

Adjustment Deferral. If an adjustment to the Conversion Rate otherwise required by this Article 6 ‎Article 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 6‎Article 5, the Company may, at its election by written notice to the Trustee, the Conversion Agent and the Holderselection, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of any Note; (iii) the date a Fundamental Change occurs; and (iv) February 1the date the Company calls any Notes for Redemption; and (v) December 19, 20252028.

Appears in 1 contract

Samples: Indenture (Biora Therapeutics, Inc.)

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