Adjustment for Tender Offer Sample Clauses

Adjustment for Tender Offer. If the Company or any subsidiary of the Company consummates a tender offer for all or any portion of Common Stock and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) as of the last time (the "Expiration Time") that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) of the consideration paid in respect of any other tender offer by the Company or a subsidiary of the Company for all or any portion of Common Stock consummated within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to this subsection (g) has been made previously and (ii) the aggregate amount of any distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to Subsection (c) of this Section has been made previously, exceeds 7.50% of the product of the current market price immediately prior to the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, the Exercise Price shall be adjusted in accordance with the following formula: E' = E x (M x O) - F ----------- M x (O - N) where: E' = the adjusted Exercise Price. E = the then current Exercise Price. M = the current market price per share of Common Stock immediately prior to the Expiration Time. O = the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. F = the fair market value of the aggregate consideration paid for all shares of Common Stock purchased pursuant to the tender offer. N = the number of shares of Common Stock accepted for payment in such tender offer. If the number of shares accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (g) shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustmen...
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Adjustment for Tender Offer. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Stock, where the cash and value (as determined by the Board of Directors) of any other consideration included in the payment per share of Common Stock pursuant to such tender offer or exchange offer exceeds the Closing Price on the Trading Day next succeeding the last date (such last date, the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, then the Conversion Rate will be increased based on the following formula: where, CR1 = the new Conversion Rate in effect on the second day immediately following the Expiration Date; CR0 = the conversion rate in effect on the day immediately following the Expiration Date; AC = the aggregate of the cash and value of all other consideration (as determined by the Board of Directors) paid or payable for all shares of Common Stock purchased in such tender offer or exchange offer; SP1 = the average of the Closing Prices over the ten consecutive Trading Day period (the “Averaging Period”) commencing on, and including, the Trading Day next succeeding the Expiration Date; OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Date (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer); and OS0 = the number of shares of Common Stock outstanding immediately prior to the Expiration Date (prior to giving effect to such tender offer or exchange offer). The adjustment to the Conversion Rate pursuant to the immediately preceding formula will be made immediately prior to the open of business on the day after the last day of the applicable Averaging Period, but will be given effect on the second day immediately following the Expiration Date. Notwithstanding anything to the contrary in the Indenture or the Notes, if the Company, or any of its Subsidiaries, is obligated to purchase Common Stock pursuant to any such tender offer or exchange offer but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be the Conversion Rate that would be in effect if such tender offer or exchange offer had not been made. Except as provided in the immediately preceding sentence, if the application of this Section 10.10 to any tender offer or exchange offer would result in a decrease in the Co...
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Adjustment for Tender Offer. If the Company or any of its Subsidiaries shall, at any time or from time to time, while any of the Notes are outstanding, distribute Cash or other consideration in respect of a tender offer or exchange offer for Common Stock, where such Cash and the value of any such other consideration per share of Common Stock validly tendered or exchanged exceeds the Closing Price of Common Stock on Trading Day immediately following the last date (such last date, the “Expiration Date”) on which tenders or exchanges may be made pursuant to the tender or exchange offer, then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect at the opening of business on the Business Day immediately following the Trading Day immediately following the Expiration Date by a fraction:
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Adjustment for Tender Offer. In the event that a tender offer (other than an odd-lot offer) made by the Company or any of its Subsidiaries for all or any portion of the shares of Common Stock shall expire and such tender offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders (based on the acceptance of shares tendered up to any maximum specified in the terms of the tender offer) of an aggregate consideration having a Fair Market Value in excess of 110% of the Current Market Price of the Common Stock as of close of business on the last date that tenders may be made pursuant to such offer (the “Expiration Time”), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Time by a fraction:
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Adjustment for Tender Offer. If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock, if the cash and Fair Value of any other consideration included in the payment per share of Common Stock exceeds the Current Market Price per share of Common Stock as of the tenth trading day after the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the “Offer Expiration Date”), then the number of shares of Common Stock issuable upon exercise of each Warrant shall be increased by multiplying such number as of the time immediately prior to the close of business of the tenth trading day after the Offer Expiration Date by a fraction: (i) the numerator of which shall be the sum of (A) the aggregate Fair Value of all cash and any other consideration paid or payable for shares purchased in such tender or exchange offer, plus (B) the product of the number of shares of Common Stock outstanding immediately after the Offer Expiration Date (after giving effect to such tender offer or exchange offer) and the Current Market Price per share of Common Stock as of the tenth trading day after the Offer Expiration Date, and (ii) the denominator of which shall be the product of (x) the number of shares of Common Stock outstanding immediately prior to the Offer Expiration Date (pior to giving effect to such tender offer or exchange offer) and (y) the Current Market Price per share of Common Stock as of the tenth trading day after the Offer Expiration Date. An adjustment made pursuant to this Section 3.06 shall become effective immediately after the close of business on the tenth trading day immediately following the Offer Expiration Date; provided that, for purposes of determining the number of shares of Common Stock issuable upon the exercise of each Warrant, in respect of any exercise during the ten trading days following the Offer Expiration Date, references in this Section 3.06 to ten trading days shall be deemed replaced with such lesser number of trading days as have elapsed between the Offer Expiration Date and the relevant date that such exercise occurred. In the event that the Company or a Subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the number of shares of Comm...
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Adjustment for Tender Offer. If the Company or any Subsidiary of the Company consummates a tender offer for any Common Stock and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined reasonably and in good faith by the Board of Directors and described in a board resolution) as of the last time (the "Expiration Time") that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined reasonably and in good faith by the Board of Directors and described in a board resolution) of
Sample 1
Adjustment for Tender Offer. If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for the Common Stock, if the Cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Prices of the Common Stock over the ten consecutive Trading-Day period commencing on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the “Expiration Date”), then the Applicable 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 Close of Business on the last Trading Day of the 10 consecutive Trading-Day period commencing on the Trading Day next succeeding the Expiration Date by a fraction:
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Related to Adjustment for Tender Offer

  • Adjustment for Extraordinary Events The Purchase Price to be paid by the Holder upon exercise of this Warrant, and the consideration to be received upon exercise of this Warrant, shall be adjusted in case at any time or from time to time pursuant to Article XI of the Purchase Agreement as if such provisions were specifically set forth herein.

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • 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.

  • 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 Reclassification, Exchange and Substitution If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

  • 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.

  • Deposit of Fundamental Change Repurchase Price (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price.

  • Adjustment for Rights Issue If the Company distributes any rights, --------------------------- options or warrants to any holder of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price per share on that record date, the Warrant Price shall be adjusted in accordance with the formula: O + N x P ------- W' = W x M ------------- O + N Where: W' = the adjusted Warrant Price W = the current Warrant Price O = the number of shares of Common Stock outstanding on the record date N = the number of additional shares of Common Stock offered P = the offering price per share of the additional shares M = the current market price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the right, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

  • Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

  • 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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