Adjustment Upon Certain Fundamental Changes Clause Samples
Adjustment Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities pursuant to Section 9.01(a)(iii)(B) or Section 9.01(a)(iii)(C) above in connection with a transaction described therein and the transaction has an Effective Date occurring on or prior to June 30, 2013 and also constitutes a Fundamental Change, subject to Section 9.04, the Conversion Rate for such Securities so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion shall be deemed to have occurred in connection with such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible as a result of the expected or actual occurrence of such Fundamental Change and notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied.
(b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Schedule A hereto, based on the Effective Date and the Stock Price paid per share of Common Stock in the Fundamental Change. If a Holder elects to convert its Securities prior to the Effective Date of any Fundamental Change, and the Fundamental Change does not occur, such Holder will not be entitled to an increased Conversion Rate in connection with such conversion.
(c) The Stock Prices set forth in the column headings of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 9.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to the adjustment giving rise to the Stock Price adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.02. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case:
(i) if the Stock Price is between two Stock Price amounts 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 hi...
Adjustment Upon Certain Fundamental Changes. 73 Section 11.04. Effect of Reclassification, Consolidation, Merger or Sale......75 Section 11.05.
Adjustment Upon Certain Fundamental Changes. (a) If the effective date of a Make-Whole Fundamental Change occurs prior to the Stated Maturity Date and a Holder elects to convert Notes in connection with such Make-Whole Fundamental Change, the Conversion Rate for such Notes so converted shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. A conversion of Notes shall be deemed for purposes of this Section 5.04(a) to have occurred in connection with such Make-Whole Fundamental Change if the relevant notice of conversion of the Notes 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 Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the exceptions in clause (2) of the definition thereof, the 35th Trading Day immediately following the effective date of such Make-Whole Fundamental Change).
Adjustment Upon Certain Fundamental Changes. (a) If:
(i) the Effective Date or anticipated effective date of a transaction or event described in clause (2) of the definition of a Change of Control occurs on or prior to April 1, 2013, and a Holder elects to convert its Securities during the period commencing 30 days prior to such anticipated effective date and ending 30 days following the Effective Date, or
(ii) the Effective Date of a Termination of Trading occurs on or prior to April 1, 2013, and a Holder elects to convert its Securities during the period commencing on such Effective Date and ending 30 days following such Effective Date, then, in each case, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the "ADDITIONAL SHARES") as described below. The Company will deliver an Officers' Certificate to the Trustee setting forth the calculation of Additional Shares to be added to the Conversion Rate.
(b) The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the actual effective date of such transaction or event described above (the "EFFECTIVE DATE") and the Stock Price; provided that if the Stock Price is between two Stock Price amounts set forth in such 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 Price amounts and the two dates, as applicable, based on a 365-day year; provided further that if the Stock Price is equal to or in excess of $60.00 per share (subject to adjustment as set forth in clause (c) below) or less than $17.36 per share (subject to adjustment as set forth in clause (c) below), then no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 57.6037 shares per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate pursuant to Section 12.02.
(c) The Stock Prices set forth in the first row of the table in Schedule A hereto will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to Section 12.02. The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion ...