ADJUSTMENT FOR ALL CASH DISTRIBUTION Sample Clauses

ADJUSTMENT FOR ALL CASH DISTRIBUTION. Subject to the last paragraph of this Section 11.09, if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Stock, the Conversion Price shall be reduced in accordance with the following formula: AC = CC x M – C M where: AC = the adjusted Conversion Price. CC = the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.09). 45 M = the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.09). C = the amount of cash so distributed and not excluded applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.09 only, the “Record Date”). No adjustment will be made in the event that the amount of cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Security immediately prior to the record date for the distribution of the cash.
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ADJUSTMENT FOR ALL CASH DISTRIBUTION. Subject to the last two paragraphs of this Section 11.09, if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its GGD Stock, the conversion price shall be reduced in accordance with the following formula: AC = CC x M - C ----- M where: AC = the adjusted conversion price. CC = the current conversion price. M = the current market price per share of GGD Stock on the date fixed for payment of such distribution. C = the amount of cash so distributed and not excluded (as provided below) applicable to one share of GGD Stock. The adjustment shall become effective immediately prior to the opening of business on the day following the date fixed for payment of such distribution. For the purposes of this Section 11.09, (A) the portion of regular cash dividends on the GGD Stock that does not exceed the per share amount of the immediately preceding regular cash dividend on the GGD Stock (as adjusted to reflect any of the events referred to in Sections 11.06, 11.07, 11.08, 11.09 and 11.10) shall be excluded and (B) the portion of such regular cash dividends on the GGD Stock, to the extent that the annualized per share amount thereof does not exceed 15% of the current market price per share of the GGD Stock as of the trading day immediately preceding the date of declaration of such dividend, shall be excluded. No adjustment will be made in the event that the amount of cash so distributed applicable to one share of GGD Stock is equal to or greater than the current market price per share of the GGD Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Security immediately prior to the record date for the distribution of the cash.
Sample 1
ADJUSTMENT FOR ALL CASH DISTRIBUTION. Subject to the last two paragraphs of this Section 11.09, if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Stock, the Conversion Price shall be reduced in accordance with the following formula: AC = CC x M - C ----- M where: AC = the adjusted Conversion Price. CC = the current Conversion Price. M = the current market price per share of Common Stock on the date fixed for payment of such distribution. C = the amount of cash so distributed and not excluded (as provided below) applicable to one share of Common Stock. The adjustment shall become effective immediately prior to the opening of business on the day following the date fixed for payment of such distribution. For the purposes of this Section 11.09, (A) the portion of regular cash dividends on the Common Stock that does not exceed the per share amount of the immediately preceding regular cash dividend on the Common Stock (as adjusted to reflect any of the events referred to in Sections 11.06, 11.07, 11.08, 11.09 and 11.10) shall be excluded and (B) the portion of such regular cash dividends on the Common Stock, to the extent that the annualized per share amount thereof does not exceed 15% of the current market price per share of the Common Stock as of the Trading Day immediately preceding the date of declaration of such dividend, shall be excluded. No adjustment will be made in the event that the amount of cash so distributed applicable to one share of Common Stock is equal to or greater than the current market price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Security immediately prior to the record date for the distribution of the cash.
Sample 1
ADJUSTMENT FOR ALL CASH DISTRIBUTION. Subject to the last two paragraphs of this Section 11.09, if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Stock, the conversion price shall be reduced in accordance with the following formula: AC = CC x M - C --------- M where: AC = the adjusted conversion price. CC = the conversion price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.09). M = the current market price per share of Common Stock on the Record Date (as defined in this Section 11.09). C = the amount of cash so distributed and not excluded applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.09 only, the "Record Date"). No adjustment will be made in the event that the amount of cash so distributed applicable to one share of Common Stock is equal to or greater than the current market price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Security immediately prior to the record date for the distribution of the cash. Notwithstanding the foregoing, on and after July 1, 2010, the conversion price shall be adjusted pursuant to this Section 11.09 only if and to the extent such distribution amounts per share of Common Stock plus all other distribution amounts during the previous 12-month period exceed the interest payable per annum on the Securities on a per share basis, based on the number of shares of Common Stock into which the Securities are convertible immediately prior to such distribution.
Sample 1
ADJUSTMENT FOR ALL CASH DISTRIBUTION. Subject to the last two paragraphs of this Section 11.09, if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Stock, the conversion price shall be reduced in accordance with the following formula: AC = CC x M - C ----- M where: AC = the adjusted conversion price.
Sample 1
ADJUSTMENT FOR ALL CASH DISTRIBUTION. Subject to the last two paragraphs of this Section 6.9, if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Stock, the conversion price shall be reduced in accordance with the following formula: AC = CC x M - C ----- M where: AC = the adjusted conversion price. CC = the current conversion price. M = the current market price per share of Common Stock on the date fixed for payment of such distribution. C = the amount of cash so distributed and not excluded (as provided below) applicable to one share of Common Stock. The adjustment shall become effective immediately prior to the opening of business on the day following the date fixed for payment of such distribution.
Sample 1
ADJUSTMENT FOR ALL CASH DISTRIBUTION. Subject to the last paragraph of this Section 10.10, (a) if the Company shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Ordinary Shares declared and paid prior to July 15, 2008, and (b) if, on and after July 15, 2008, the Company shall make a cash distribution to all holders of Ordinary Shares that together with all other all-cash distributions and consideration payable in respect of any tender or exchange offer by the Company or one of its Subsidiaries for shares made within the preceding 12 months exceeds 5% of the Company's aggregate market capitalization on the date of declaration of the distribution, the Conversion Price shall be reduced in accordance with the following formula: AP = CP x M - C ----- M where: AP = the adjusted Conversion Price. CP = the Conversion Price in effect immediately prior to the Close of Business on the Record Date (as defined in this Section 10.10). M = the then current Reference Price on the Record Date (as defined in this Section 10.10). C = the amount of cash so distributed and not excluded applicable to one Ordinary Share. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 10.10 only, the "Record Date"). No adjustment will be made in the event that the amount of cash so distributed applicable to one Ordinary Share is equal to or greater than the then current Reference Price, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Security immediately prior to the record date for the distribution of the cash.
Sample 1
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ADJUSTMENT FOR ALL CASH DISTRIBUTION. If the Guarantor shall pay or make a dividend or other distribution consisting exclusively of cash to all holders of its Common Shares (excluding any cash that is distributed (x) upon a merger, amalgamation or consolidation to which Section 12.17 applies or (y) as part of a distribution referred to in Section 12.8), in an aggregate amount that, combined together with (1) the aggregate amount of any other such distributions to all holders of Common Shares made exclusively in cash within the 12 months preceding the date of payment of such distribution, and in respect of which no Conversion Rate adjustment has been made, and (2) the aggregate amount of any cash plus the fair market value of consideration payable in respect of any tender or exchange offer by the Guarantor or any Subsidiary of the Guarantor for all or any portion of the Common Shares concluded within the 12 months preceding the date of payment of such distribution, and in respect of which no Conversion Rate adjustment has been made, exceeds 10% of the product of the Sale Price on the record date with respect to such distribution times the number of shares of Common Shares outstanding on such date, the Conversion Rate shall be adjusted, subject to the last paragraph of this Section 12.9, in accordance with the following formula: R x M R’ = ---------- (M - C) where: R’ = the adjusted Conversion Rate. R = the current Conversion Rate. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 12.6(4) applies or (ii) a distribution to which Section 12.7 or 12.8 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 12.9 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 12.9 applies, the fair market value (on the record date for the distribution to which this Section 12.9 applies) of the:
Sample 1

Related to ADJUSTMENT FOR ALL CASH DISTRIBUTION

  • No Adjustment for Cash Dividends No adjustment in respect of any cash dividends shall be made during the term of this Warrant or upon the exercise of this Warrant.

  • Adjustment for Recapitalization If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its shareholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time after the date hereof combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased.

  • Adjustment for Reorganization If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(a), 2(b) or 2(d)) (collectively, a “Reorganization”), then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • No Adjustment for Small Amounts Anything in this Section to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment in the Exercise Price unless and until the net effect of one or more adjustments, determined as above provided, shall have required a change of the Exercise Price by at least one cent, but when the cumulative net effect of more than one adjustment so determined shall be to change the actual Exercise Price by at least one cent, such change in the Exercise Price shall thereupon be given effect.

  • No Adjustment for Dividends Except as provided in Section 11.1, no adjustments in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

  • Adjustment for Dividends in Other Stock, Property, etc Reclassification, etc. In case at any time or from time to time after the Original Issue Date the holders of Common Stock (or Other Securities) shall have received, or (on or after the record date fixed for the determination of stockholders eligible to receive) shall have become entitled to receive, without payment therefor

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Adjustment for Common Stock Dividends and Distributions If the Company, at any time or from time to time after the Original Issue Date while this Warrant remains outstanding makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date, and thereafter the Exercise Price shall be adjusted pursuant to this Section 3.1(a)(ii) to reflect the actual payment of such dividend or distribution.

  • Adjustment for Reclassification, Exchange, or Substitution If the Common Stock (or Other Securities) issuable upon the exercise of this Warrant shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for below), then and in each such event the Holder shall have the right thereafter to exercise this Warrant into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock (or Other Securities) into which this Warrant might have been exercised immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.

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