Adjustment to Conversion. Price for Reclassification of Common ------------------------------------------------------------- Stock. The partial reclassification of Common Stock into securities other than ----- Common Stock (other than any reclassification upon a consolidation or merger to which Section 2(o) applies) shall be deemed to involve (i) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be the Determination Date), and (ii) a subdivision or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of Section 2(c)).
Adjustment to Conversion. Price for Subdivisions or Combinations --------------------------------------------------------------- of Common Stock. In case outstanding Common Stock shall be subdivided (by a --------------- stock split, stock dividend, recapitalization or otherwise) into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, in case outstanding Common Stock shall each be combined (by reverse stock split, recapitalization or otherwise) into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.
Adjustment to Conversion. Price The conversion prices shall be subject to customary adjustments for stock splits, dividends, recapitalizations, below market issues and similar events. Transferability Series A Convertible Subordinated Debt shall be freely transferable, subject to applicable securities laws. Other Terms The indenture shall contain customary covenants and events of default provisions to be negotiated by the parties and shall be consistent with the indentures for the Series B Convertible Subordinated Debt. EXHIBIT B to the Master Transaction Agreement Series B Convertible Subordinated Debt Indenture Exhibit B to the Master Transaction Agreement Series B Convertible Subordinated Debt Indenture ION MEDIA NETWORKS, INC. 11% Series B Mandatorily Convertible Senior Subordinated Notes due 2013 INDENTURE Dated as of May 4, 2007 The Bank of New York Trust Company, N.A., as Trustee TABLE OF CONTENTS Page
Adjustment to Conversion. Price Due to Stock Split, Stock Dividend, Dilutive Issuance. If, prior to the Conversion of all of the principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, (A) the number of outstanding shares of Common Stock is increased by a stock split, a reclassification of the Common Stock, or other similar event, the Conversion Price shall be proportionately reduced, which reduction shall be effected at the time such event takes place; (B) the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares or other similar event, the Conversion Price shall be proportionately increased, which increase shall be effected at the time such event takes place; (C) the number of shares of Common Stock is increased by a stock dividend on the Common Stock, the Conversion Price shall be proportionately reduced, which reduction shall be effected on the record date for the determination of holders of Common Stock to receive such dividend; 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 Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 4(a) to reflect the actual payment of such dividend; (D) the Corporation issues Common Stock, whether upon the exercise of rights, warrants, securities convertible, exercisable or exchangeable into or for Common Stock, or rights to purchase or receive shares of Common Stock (collectively, "Convertible Securities") or otherwise, at a price per share that is lower than the Conversion Price in effect on the date of such issuance, the Conversion Price shall be reduced to such lower price; (E) the Corporation issues Convertible Securities, and such Convertible Securities have a conversion price, exercise price or exchange ratio that is lower than the Conversion Price in effect on the date of such issuance, or if the conversion price, exercise price or exchange ratio of any Convertible Security (whether issued before or after the Closing Date) is at any time lowered pursuant to "reset", anti-dilution or similar provisions to a price that is lower than the Conversion Price in effect on the date of such issuance, the Conversion Price shall be reduced to such lower price; or (F) the Corporation (x) issues C...
Adjustment to Conversion. Price The conversion prices shall be subject to customary adjustments for stock splits, dividends, recapitalizations, below market issues and similar events. Transferability Series A Convertible Subordinated Debt shall be freely transferable, subject to applicable securities laws. Other Terms The indenture shall contain customary covenants and events of default provisions to be negotiated by the parties and shall be consistent with the indentures for the Series B Convertible Subordinated Debt. EXHIBIT B to the Master Transaction Agreement Series B Convertible Subordinated Debt Indenture EXECUTION VERSION ION MEDIA NETWORKS, INC. 11% Series B Mandatorily Convertible Senior Subordinated Notes due 2013 INDENTURE Dated as of May 4, 2007 The Bank of New York Trust Company, N.A., as Trustee TABLE OF CONTENTS Page
Adjustment to Conversion. Price Due to Stock Split, Stock Dividend, Etc. If, prior to the Conversion of the entire principal amount of this Debenture, (A) the number of outstanding
Adjustment to Conversion. Price Due to Stock Split, Stock ------------------------------------------------------------ Dividend, Etc. If prior to the Conversion of all of the Preferred Shares, (i) -------------- the number of outstanding shares of Common Stock is increased by a stock split, stock dividend, reclassification, the distribution to holders of Common Stock of rights or warrants entitling them to subscribe for or purchase Common Stock at less than the then Current Market Price (as defined below) thereof or other similar event, the Conversion Price shall be proportionately reduced, or (ii) the number of outstanding shares of Common Stock is decreased by a reverse stock split, combination or reclassification of shares or other similar event, the Conversion Price shall be proportionately increased. In such event, the Company shall notify the Transfer Agent of such change on or before the effective date thereof. The "Current Market Price" per share of Common Stock on any date shall -------------------- be the average of the closing sale prices for the Common Stock as reported by Nasdaq, or by the principal securities market on which the Common Stock is then traded, on the five (5) consecutive Trading Days selected by the Company not later than the earlier of the date in question and the Trading Day immediately prior to the "ex" date, if any, with respect to the issuance or distribution requiring such computation. The term "'ex' date", when used with respect to any issuance or distribution, means the first Trading Day on which the Common Stock trades regular way in the market from which such average closing price is then to be determined without the right to receive such issuance or distribution. In the absence of one or more such quotations, the Company shall determine the current market price on the basis of such quotations as it considers appropriate.
Adjustment to Conversion. Rate upon a Make-Whole Fundamental Change and upon a Redemption Notice 54 Section 10.06 Adjustment of Conversion Rate 56 Section 10.07 Effect of Reclassification, Consolidation, Merger or Sale 65 Section 10.08 Taxes on Shares Issued 66 Section 10.09 Reservation of Shares, Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock 66 Section 10.10 Responsibility of Trustee 67 Section 10.11 Notice to Holders Prior to Certain Actions 67 Section 10.12 Stockholder Rights Plans 68 Section 10.13 Settlement Upon Conversion; Cash Percentage Election 69 Article 11 Miscellaneous
Adjustment to Conversion. 4.1. If while any of the Redeemable CPS remain outstanding, the Purchaser shall subdivide or consolidate the Ordinary Shares, the Conversion Ratio applicable to any subsequent conversion shall in the case of a subdivision be increased or in the case of a consolidation be reduced proportionately.
Adjustment to Conversion. 4.1. If while any of the Redeemable CPS remain outstanding, the Main Board Listco shall subdivide or consolidate the Ordinary Shares, the Conversion Ratio applicable to any subsequent conversion shall in the case of a subdivision be increased or in the case of a consolidation be reduced proportionately.
