Adjustment to Conversion Rate. The Conversion Rate shall be adjusted, at any time and from time to time while any of the Notes are outstanding, by the Company if any of the following events occur.
(a) If the Company issues dividends or makes distributions on Common Stock payable in shares of Common Stock, or if the Company subdivides, combines or reclassifies shares of Common Stock, the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 × OS1 OS0 where, CR0 = the Conversion Rate in effect immediately prior to the opening of business on the Ex-Date for such dividend or distribution, or immediately prior to the opening of business on the effective date for such subdivision, combination or reclassification, as applicable; CR1 = the Conversion Rate in effect immediately after the opening of business on such Ex-Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to such dividend, distribution, subdivision, combination or reclassification; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, subdivision, combination or reclassification. Any adjustment made under this Section 10.07(a) shall become effective immediately after the opening of business on the Ex-Date for such dividend or distribution, or immediately after the opening of business on the effective date for such subdivision, combination or reclassification, as applicable. If any dividend or distribution of the type described in this Section 10.07(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided, combined or reclassified, as the case may be, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution or to effect such subdivision, combination or reclassification, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution or subdivision, combination or reclassification had not been declared.
(b) If the Company distributes to all holders of shares of Common Stock rights, options or warrants (other than pursuant to a stockholder rights plan, provided that such rights plan provides for the issuance of such rights with respect to the Common Stock issued upon conversion of the Notes) to purchase shares of Common Stock for a period expiring within 60 days after the record date for such distribution at less t...
Adjustment to Conversion Rate. Whenever the Conversion Rate is adjusted pursuant to any provision of this Section 6, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
Adjustment to Conversion Rate. Prior to the Qualified IPO, to the extent the Company (or any Subsidiary thereof) includes any price-based anti-dilution adjustment in an instrument governing convertible debt or preferred stock (“Other Instrument”) of the Company (or exchangeable debt of a Subsidiary of the Company that is exchangeable into Common Stock) issued in a bona fide financing transaction for the purpose of raising capital that results in an adjustment to the conversion price or conversion rate of such Other Instrument as a result of issuances of Capital Stock below the conversion price or conversion rate of such Other Instrument that is in any material respect more favorable to the holder of such instrument than the price-based anti-dilution adjustments included in Section 14.05 hereof are to the Holders, the Company shall promptly after the effectiveness of such instrument prepare a supplement to this Indenture granting any such price-based anti-dilution adjustment to the Holders of Notes; provided that notwithstanding the foregoing, no adjustment shall be made on account of any anti- dilution adjustment applicable to the Company’s preferred stock outstanding on the Issue Date (the “Existing Preferred Stock”) or any anti-dilution adjustments applicable to future series of preferred stock that is substantially similar to the anti-dilution provisions applicable to the Existing Preferred Stock, in each case, as such provisions of the Existing Preferred Stock exist on the Issue Date.
Adjustment to Conversion Rate. (a) In case the Issuer shall at any time after the Closing declare a dividend or make a distribution on Common Stock, subdivide or split the outstanding Common Stock, combine or reclassify the outstanding Common Stock into a smaller number of shares or consolidate with, or merge with or into, any other entity, or engage in any reorganization, reclassification or recapitalization that is effected in such a manner that the holders of Common Stock are entitled to receive stock, securities, cash or other assets with respect to or in exchange for Common Stock, then the kind and amount of stock, securities, cash or other assets issuable upon conversion of the Note in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, split, combination, consolidation, merger, reorganization, reclassification or recapitalization shall be adjusted so that the conversion of the Note after such time shall entitle the holder to receive the aggregate number of shares of Common Stock or securities, cash and other assets that, if the Note had been converted immediately prior to such time, such holder would have owned upon such conversion and been entitled to receive by virtue of such dividend, distribution, subdivision, split, combination, consolidation, merger, reorganization, reclassification or recapitalization. Such adjustment shall be made successively whenever any event listed above shall occur.
(i) All calculations under this subsection (a) shall be made to the nearest four decimal points.
(ii) In the event that, at any time as a result of the provisions of this subsection (a), the holder of the Note upon subsequent conversion shall become entitled to receive any securities other than Common Stock, the number and kind of such other securities so receivable upon conversion of the Note shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions contained herein.
(b) In the event the Issuer shall at any time after the Closing issue Additional Shares of Common Stock (as defined below) without consideration or for consideration per share less than $0.12 per share, as adjusted in accordance with subsection (a) above (a “Dilutive Issuance”), then the Common Conversion Price shall be reduced, concurrently with such Dilutive Issuance, to the consideration per share received or deemed received by the Issuer for such issued or deemed issue of the ...
Adjustment to Conversion Rate. The Conversion Rate in effect at any time is subject to adjustment if and whenever at any time after the date hereof the Payor:
(a) issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the Common Shares as a stock dividend;
(b) issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the Common Shares as a stock dividend;
(c) subdivides its outstanding Common Shares into a greater number of shares; or
(d) consolidates its outstanding Common Shares into a smaller number of shares; (any of such events being called a "Common Share Reorganization"). In the event of a Common Share Reorganization, the Conversion Rate will be adjusted effective immediately upon the date on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization (the "Record Date") by multiplying the Conversion Rate by a fraction, the numerator of which is the number of Common Shares outstanding on the Record Date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on the Record Date).
Adjustment to Conversion Rate. If prior to the conversion of all of the shares of the Series A Convertible Preferred Stock, the number of outstanding shares of Common Stock of the Company is increased by a stock split, stock dividend, or other similar event, the Conversion Rate shall be proportionately increased, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Conversion Rate shall be proportionately decreased.
Adjustment to Conversion Rate. The Conversion Rate will be adjusted on a pro-rata basis on the Effective Date if the price per share of the common stock of the Corporation is trading below One Dollar and Twenty Cents ($1.20) based upon the VWAP at the close of the market. For example, assuming 13,000,000 shares of Series E Preferred Stock, if the Common Stock is trading at $1.15, then the shares of Common Stock issued shall equal Thirteen Million Five Hundred Sixty Five Thousand Two Hundred and Seventeen (13,565,217) instead of Thirteen Mi1lion (13,000,000). VWAP shall mean the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time).
Adjustment to Conversion Rate. If and only to the extent that Noteholders convert their notes within thirty (30) days after a Fundamental Change Notice Date, pursuant to which 5% or more of the consideration for the Company's stock (other than cash payments for fractional shares and cash payments made in respect to dissenters' appraisal rights) in such Fundamental Change consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, the Company will increase the Conversion Rate for the Notes surrendered for conversion by a number of Additional Shares. The number of Additional Shares will be determined by reference to the table below, based on the date on which such Fundamental Change transaction become effective (the "effective date") and the price (the "share price") paid per Ordinary Share in such fundamental change transaction. If holders of Ordinary Shares receive only cash in such Fundamental Change transaction, the share price will be the cash amount paid per share. Otherwise, the share price will be the average of the Reference Prices of the Ordinary Shares on each of the five consecutive Trading Days prior to but not including the effective date of such Fundamental Change transaction.
Adjustment to Conversion Rate upon Conversion upon a Make-Whole Fundamental Change: The following table sets forth the number of additional shares of the Issuer’s common stock, if any, to be added to the conversion rate per $1,000 principal amount of Notes for conversions in connection with a “make-whole fundamental change” (as defined in the Preliminary Prospectus Supplement): September 26, 2012 16.7328 12.3195 9.0539 6.9632 5.5383 4.5124 3.1418 1.2339 0.9149 0.5000 0.2089 October 1, 2013 16.7328 11.6890 8.3147 6.2488 4.8985 3.9593 2.7459 1.0952 0.8167 0.4514 0.1942 October 1, 2014 16.7328 10.8447 7.3271 5.3055 4.0659 3.2496 2.2482 0.9243 0.6963 0.3927 0.1777 October 1, 2015 16.7328 9.6997 5.9803 4.0475 2.9865 2.3524 1.6381 0.7148 0.5485 0.3218 0.1594 October 1, 2016 16.7328 8.1133 4.0386 2.3292 1.6102 1.2672 0.9267 0.4565 0.3654 0.2362 0.1411 October 1, 2017 16.7328 5.8200 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates based on a 365-day year, as applicable. • If the stock price is greater than $75.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate. • If the stock price is less than $12.89 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of Notes exceed 77.5795 shares of common stock, subject to adjustment in the same manner as the conversion rate as set forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Prospectus Supplement. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESUL...
Adjustment to Conversion Rate. For avoidance of doubt, immediately following the Merger, the Conversion Rate shall remain subject to adjustments as set forth in Section 5.07(A) of the Indenture in a manner consistent with Section 5.08 of the Indenture.
