Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of its subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization of the Ordinary Shares on the expiration date of the tender offer, the Settlement Rate shall be increased so that the same shall equal the price determined by multiplying the Settlement Rate in effect immediately prior to the effectiveness of the Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares (less any Purchased Shares) at the Expiration Time and the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time.
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Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable included in respect of any tender offer the payment per Ordinary Share (as reasonably determined by the Company or any Board of its subsidiaries Directors, whose determination shall be conclusive and the basis for shares of Ordinary Shares consummated within which shall be described in a Board Resolution) exceeds the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization average closing price of the Ordinary Shares on the expiration date for each of the tender offer, the Settlement Rate shall be increased so that the same shall equal the price determined by multiplying the Settlement Rate in effect immediately prior to the effectiveness of the Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at five consecutive Trading Days next succeeding the last time date on which tenders or exchanges may be made pursuant to under such tender or exchange offer (the "“Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding ”), each Fixed Settlement Rate in effect at the Expiration Time and shall be adjusted by dividing such rate by a fraction of which:
(A) the numerator shall be equal to the sum of (1) the fair market value, as reasonably determined by the Board of Directors (whose determination shall be conclusive and the basis for which shall be described in a Board Resolution), of the aggregate consideration payable for all Ordinary Shares that the Company or a subsidiary of the Company, as the case may be, purchased in such tender or exchange offer (the “Purchased Shares”) and (2) the product of (x) the fair market value (determined as aforesaid) number of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of Ordinary Shares outstanding at the Expiration Time (the shares deemed so acceptedTime, up to less any such maximum, being referred to as the "Purchased Shares") , and (y) the Closing Price of the Ordinary Shares on the Trading Day next succeeding the Expiration Time, and
(B) the denominator shall be equal to the product of the number of Ordinary Shares (less any Purchased Shares) outstanding at the Expiration Time Time, including the Purchased Shares, and the current market value per Closing Price of the Ordinary Share Shares on the Trading Day on the NYSE next succeeding the Expiration Time, ; such increase adjustment to become effective immediately prior to at the opening of business on the day Business Day following the date of the Expiration Time. .
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Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of In case a tender or exchange offer, other than an odd-lot offer, offer after the Issue Date of the Securities made by the Company or any of its subsidiaries Subsidiary for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company all or any of its subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization portion of the Ordinary Shares on shall expire and such tender or exchange offer (as amended upon the expiration date thereof) shall require the payment to stockholders of consideration per Ordinary Share having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the tender offer, the Settlement Rate shall be increased so Board of Directors) that the same shall equal the price determined by multiplying the Settlement Rate in effect immediately prior to the effectiveness as of the Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (the "“Expiration Time"”) multiplied by exceeds the current market value per Closing Sale Price of an Ordinary Share on the Trading Day on the NYSE trading day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time and by a fraction of which (a) the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, accepted up to any such maximum, being referred to as the "“Purchased Shares"”) and (y) the product of the number of Ordinary Shares outstanding (less any Purchased Shares) at the Expiration Time and the current market value per Closing Sale Price of an Ordinary Share on the Trading Day trading day next succeeding the Expiration Time and (b) the denominator shall be the number of Ordinary Shares outstanding (including any Purchased shares) at the Expiration Time multiplied by the Closing Sale Price of an Ordinary Share on the NYSE trading day next succeeding the Expiration Time, such increase to . The adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.
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Samples: Indenture (Apex Silver Mines LTD)
Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of In case a tender or exchange offer, other than an odd-lot offer, offer after the Issue Date of the Securities made by the Company or any of its subsidiaries Subsidiary for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company all or any of its subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization portion of the Ordinary Shares on shall expire and such tender or exchange offer (as amended upon the expiration date thereof) shall require the payment to stockholders of consideration per Ordinary Share having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the tender offer, the Settlement Rate shall be increased so Board of Directors) that the same shall equal the price determined by multiplying the Settlement Rate in effect immediately prior to the effectiveness as of the Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (the "Expiration Time") multiplied by exceeds the current market value per Closing Sale Price of an Ordinary Share on the Trading Day on the NYSE trading day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time and by a fraction of which (a) the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, accepted up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares outstanding (less any Purchased Shares) at the Expiration Time and the current market value per Closing Sale Price of an Ordinary Share on the Trading Day trading day next succeeding the Expiration Time and (b) the denominator shall be the number of Ordinary Shares outstanding (including any Purchased shares) at the Expiration Time multiplied by the Closing Sale Price of an Ordinary Share on the NYSE trading day next succeeding the Expiration Time, such increase to . The adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.
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Samples: Indenture (Apex Silver Mines LTD)
