Adjustment for Certain Distributions. In the event the Company at any time or from time to time after the Series C Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Units entitled to receive, a distribution payable on the Common Units in additional Common Units, then and in each such event the Conversion Prices in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying each Conversion Price then in effect by a fraction:
(a) the numerator of which shall be the total number of Common Units issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(b) the denominator of which shall be the total number of Common Units issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Units issuable in payment of such distribution. Notwithstanding the foregoing: (1) if such record date shall have been fixed and such distribution is not fully made on the date fixed therefor, the Conversion Prices shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Prices shall be adjusted pursuant to this Section 9.4 as of the time of actual payment of such distributions; (2) no such adjustment shall be made to the Series A Conversion Price if the holders of Series A Preferred Units simultaneously receive a distribution of Common Units in a number equal to the number of Common Units as they would have received if all outstanding Series A Preferred Units had been converted into Class A Common Units on the date of such event; (3) that no such adjustment shall be made to the Series B Conversion Price if the holders of Series B Preferred Units simultaneously receive a distribution of Class A Common Units in a number equal to the number of Class A Common Units as they would have received if all outstanding Series B Preferred Units had been converted into Class A Common Units on the date of such event; and (4) that no such adjustment shall be made to the Series C Conversion Price if the holders of Series C Preferred Units simultaneously receive a distribution of Class A Common Units in a number equal to the number of Class A Common Units as they would have received if all outstanding Series C Preferred Units had been converte...
Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price shall be reduced in accordance with the following formula: AC = CC x M – P 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 11.08). M = the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed 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 11.08 only, the “Record Date”). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets 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, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).
Adjustment for Certain Distributions. In the event the Company at any time, or from time to time after the Series B Original Issue Date shall make a distribution payable solely in Additional Common Units, then and in each such event the Series B Conversion Price for the Series B Convertible Preferred Units then in effect shall be decreased as of the time of such issuance by multiplying the Series B Conversion Price for the Series B Convertible Preferred Units, then in effect by a fraction:
(a) the numerator of which shall be the total number Common Units issued and outstanding immediately prior to the time of such issuance, and
(b) the denominator of which shall be the total number of Common Units issued and outstanding immediately prior to the time of such issuance plus the number of Common Units issuable in payment of such distribution. Notwithstanding the foregoing, no such adjustment shall be made if the holders of the Series B Convertible Preferred Units simultaneously receive a Distribution of Common Units in a number equal to the number of Common Units as they would have received if all outstanding Series B Convertible Preferred Units had been converted into Common Units on the date of such event.
Adjustment for Certain Distributions. If the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including, without limitation, any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of (i) assets (including cash dividends), (ii) equity or debt securities of the Company (except for the Common Stock of the Company) or evidences of indebtedness of the Company, (iii) equity or debt securities of any corporation other than the Company or evidences of indebtedness of any such corporation, or (iv) subscription rights, options or warrants to purchase any of the foregoing assets or securities, whether or not such rights, options or warrants are immediately exercisable (hereinafter collectively called "Distributions on Common Stock"), the ----------------------------- Company shall make provisions for the Holder to receive upon conversion of this Note a proportional amount (depending upon the extent to which this Note is converted) of such assets, equity or debt securities, evidences of indebtedness or such other rights, as if such Holder had converted this Note on or before such record date.
Adjustment for Certain Distributions. In the event the Company at any time or from time to time after the date of this Agreement shall make a distribution payable on the Units in additional Units, then and in each such event each Adjustment Price in effect immediately before such event shall be decreased as of the time of such issuance by multiplying the Adjustment Price then in effect by a fraction:
(i) the numerator of which shall be the total number of Units issued and outstanding immediately prior to the time of such issuance, and
(ii) the denominator of which shall be the total number of Units issued and outstanding immediately prior to the time of such issuance plus the number of Units issuable in payment of such distribution. Notwithstanding the foregoing, no such adjustment shall be made if the holders of Preferred Units simultaneously receive a distribution of Units in a number equal to the number of Units as they would have received in a pro rata distribution to holders of Units in relative proportion to each such holder’s Percentage Interest on the date of such event.
Adjustment for Certain Distributions. 42 11.09. Adjustment for All Cash Distribution................................................43 11.10. Adjustment for Tender or Exchange Offer.............................................43 11.11.
Adjustment for Certain Distributions. In case the Company shall fix a record date for making a distribution to all holders of its Common Stock of evidences of its indebtedness or assets (excluding regular quarterly or other periodic or recurring cash dividends or distributions and cash dividends or distributions paid from retained earnings or referred to in subparagraph (a) above) or rights or warrants to subscribe or warrants to purchase such evi- dences of indebtedness or assets (excluding those referred to in subparagraph (b) above), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediatley prior to such record date by a fraction (x) the numerator of which shall be the Current Market Value (as defined in subparagraph (o) below) per share of Common Stock on such record date, less the then fair market value (as determined in good faith by the Board of Directors, whose determina-
Adjustment for Certain Distributions. If any distributions, ------------------------------------ other (i) than Tax Distributions (as defined), (ii) Xxxxx Xxxxxxxx'x current base pay, (iii) the current rent on the Facility (as defined in Section 3.6) and (iv) the HD America Rebate (as defined) to be distributed in March in an amount not to exceed $45,000), are made by Superior to the Existing Shareholders or any person related directly or indirectly by blood or marriage to, or any entities affiliated with, any Existing Shareholder between December 31, 1998 and the Closing (as defined in Section 2.1), the Cash Purchase Price shall be reduced by the amount of any such distributions.
Adjustment for Certain Distributions. 62 11.09. ADJUSTMENT FOR ALL CASH DISTRIBUTION............................................... 63 11.10. ADJUSTMENT FOR TENDER OR EXCHANGE OFFER............................................ 64 11.11.
Adjustment for Certain Distributions. If the Guarantor distributes to all holders of its Common Shares any of its debt, securities or assets or any rights, warrants or options to purchase securities of the Guarantor (including securities or cash, but excluding (x) distributions of Common Shares referred to in Section 12.6, distributions of rights, warrants or options referred to in Section 12.7 and cash distributions referred to in Section 12.9 and (y) payments made to redeem rights issued under any present or future rights agreement of the Guarantor) (except that no adjustment will be made if the Holders of Notes may participate in the distribution without conversion on a basis and with notice that the Board of Directors of the Guarantor determines to be fair and appropriate in light of the basis and notice on which holders of the Common Shares participate in the distribution), the Conversion Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 12.8, in accordance with the formula: R x M R’ = ---------- (M - F) 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 12.9 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 12.8 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 12.8 applies, the fair market value (on the record date for the distribution to which this Section 12.8 applies) of the:
(1) Common Shares of the Guarantor distributed in respect of each Common Share in such Section 12.6(4) distribution; or
(2) the Guarantor’s debt, securities or assets or certain rights, warrants or options to purchase securities of the Guarantor distributed in respect of each Common Share in such Section 12.7 or 12.9 distribution. F = the fair market value (on the record date for the distribution to which this Section 12.8 applies) of the assets, securities, rights, warrants or options to be distributed in respect of each share of Common Shares in the distribution to which this Section 12.8 is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Guarantor distributes shares of Capital Stock of a Subsidiary, the...
