Common use of Adjustment to Conversion Rate upon Conversion upon a Make Clause in Contracts

Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change If and only to the extent a holder elects to convert its notes in connection with a make-whole fundamental change (as defined under “Description of Notes-Conversion Rights-Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change” in the Preliminary Prospectus Supplement), the Issuer will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock. The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of notes for conversions in connection with a make-whole fundamental change for each stock price and effective date set forth below: Stock Price Effective Date $10.93 $12.02 $12.25 $12.50 $12.75 $13.00 $13.50 $14.00 October 2, 2017 8.2966 3.4002 2.6498 1.9352 1.3176 0.7908 0.0570 0.0000 October 1, 2018 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2019 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2020 8.2966 3.2138 2.4563 1.7592 1.1859 0.6985 0.0407 0.0000 October 1, 2021 8.2966 2.6539 1.8914 1.2240 0.7129 0.3485 0.0148 0.0000 October 1, 2022 8.2966 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 by which the conversion rate will be increased 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, as applicable, based on a 365-day year • If the stock price is greater than $14.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. • If the stock price is less than $10.93 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), 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 91.4913 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.

Appears in 1 contract

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp)

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Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change If and only to the extent a holder elects to convert its notes in connection with a make-whole fundamental change (as defined under “Description of Notes-Conversion Rights-Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change” in the Preliminary Prospectus Supplement), the Issuer will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock. The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of notes for conversions in connection with a make-whole fundamental change for each stock price and effective date set forth below: Stock Price Effective Date $10.93 $12.02 $12.25 $12.50 $12.75 $13.00 $13.50 $14.00 October 2, 2017 8.2966 3.4002 2.6498 1.9352 1.3176 0.7908 0.0570 0.0000 October 1, 2018 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2019 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2020 8.2966 3.2138 2.4563 1.7592 1.1859 0.6985 0.0407 0.0000 October 1, 2021 8.2966 2.6539 1.8914 1.2240 0.7129 0.3485 0.0148 0.0000 October 1, 2022 8.2966 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 by which the conversion rate will be increased 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, as applicable, based on a 365-day year year. • If the stock price is greater than $14.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. • If the stock price is less than $10.93 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate rate. Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 91.4913 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.

Appears in 1 contract

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp)

Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change If and only to the extent a holder elects to convert its notes in connection with a make-whole fundamental change (as defined under “Description of Notes-Conversion Rights-Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change” in the Preliminary Prospectus Supplement), the Issuer will, under certain circumstances, increase the conversion rate by a number of additional shares of common stock. The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of notes for conversions in connection with a make-whole fundamental change for each stock price and effective date set forth below: Stock Price Effective Date $10.93 $12.02 $12.25 $12.50 $12.75 $13.00 $13.50 $14.00 October 2, 2017 8.2966 3.4002 2.6498 1.9352 1.3176 0.7908 0.0570 0.0000 October 1, 2018 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2019 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 0.0000 October 1, 2020 8.2966 3.2138 2.4563 1.7592 1.1859 0.6985 0.0407 0.0000 October 1, 2021 8.2966 2.6539 1.8914 1.2240 0.7129 0.3485 0.0148 0.0000 October 1, 2022 8.2966 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 by which the conversion rate will be increased 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, as applicable, based on a 365-day year year. • If the stock price is greater than $14.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. • If the stock price is less than $10.93 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate rate. Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 91.4913 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.

Appears in 1 contract

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp)

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Adjustment to Conversion Rate upon Conversion upon a Make. Whole Fundamental Change If and only a “make-whole fundamental change” (as defined in the Preliminary Offering Memorandum) occurs at any time prior to the extent maturity date and a holder elects to convert its notes nots in connection with a such make-whole fundamental change (change, we will, under certain circumstances, increase the conversion rate for the notes so surrendered for conversion by a number of additional shares of common stock, as defined described under “Description of Notes-Conversion Rights-Increase in —Adjustment to Conversion Rate upon Upon Conversion upon Upon a Make-Whole Fundamental Change” in the Preliminary Prospectus Supplement), the Issuer will, under certain circumstances, increase the conversion rate by a number of additional shares of common stockOffering Memorandum. The following table sets forth the number of additional shares by which the conversion rate will to be increased received per $1,000 principal amount of notes for conversions in connection with a make-whole fundamental change for each stock price and effective date set forth below: Stock Price Effective Date $10.93 49.19 $12.02 54.00 $12.25 60.00 $12.50 61.49 $12.75 65.00 $13.00 75.00 $13.50 85.00 $14.00 October 295.00 $105.00 $115.00 March 3, 2017 8.2966 3.4002 2.6498 1.9352 1.3176 0.7908 0.0570 4.0659 3.0793 2.1572 1.9699 1.5826 0.8001 0.3439 0.0954 0.0005 0.0000 October March 1, 2018 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 4.0659 3.0467 2.0935 1.9018 1.5082 0.7289 0.2931 0.0697 0.0000 October 0.0000 March 1, 2019 8.2966 3.2854 2.5380 1.8288 1.2188 0.6985 0.0407 4.0659 2.9815 1.9887 1.7922 1.3925 0.6257 0.2219 0.0347 0.0000 October 0.0000 March 1, 2020 8.2966 3.2138 2.4563 1.7592 1.1859 0.6985 0.0407 4.0659 2.8478 1.8020 1.6001 1.1978 0.4696 0.1276 0.0034 0.0000 October 0.0000 March 1, 2021 8.2966 2.6539 1.8914 1.2240 0.7129 0.3485 0.0148 4.0659 2.5594 1.4268 1.2215 0.8317 0.2260 0.0234 0.0000 October 0.0000 0.0000 March 1, 2022 8.2966 4.0659 2.2551 0.4032 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: 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 by which the conversion rate will be increased 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, as applicable, based on a 365-day year year. • If the stock price is greater than $14.00 115.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. • If the stock price is less than $10.93 49.19 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate rate. Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 91.4913 shares of common stock20.3294 shares, 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 SupplementOffering Memorandum.

Appears in 1 contract

Samples: HCI Group, Inc.

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