Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows: (a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS(0) = the number of shares of Common Stock outstanding immediately prior to such event OS' = the number of shares of Common Stock outstanding immediately after such event. (a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, had not been declared. (b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y where, CR(0) = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS(0) = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrants. The Company will not issue any such rights or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. (c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding: (i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and (ii) dividends or distributions paid exclusively in cash; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution SP(0) = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the Ex-Dividend Date for such distribution FMV = the Fair Market Value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN-OFF"), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date for such Spin-Off will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution FMV(0) = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off MP(0) = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off. (d) If the Company pays any cash dividend or distribution to all or substantially all holders of Common Stock, the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (e) If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock 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 TIME"), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) = the Conversion Rate in effect on the date such tender or exchange offer expires CR' = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer OS(0) = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires OS' = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. (f) [reserved] (g) Notwithstanding the foregoing provisions of this Section 12.02, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's Securities. (h) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes. (i) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive. (j) Notwithstanding any provision herein to the contrary, no adjustment to the Conversion Rate need be made: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan; (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date; (iv) for a change in the par value of the Common Stock; or (v) for accrued and unpaid Interest (including any Additional Interest). To the extent the Securities become convertible into cash, assets or property (other than Capital Stock of the Company or securities to which Section 12.03 applies), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property. (k) All calculations under this Section 12.02 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.02, the Company will not adjust the Conversion Rate. (l) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. (m) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d), (ii) the date fixed for the determination of a share split or combination pursuant to Section 12.02(a), (iii) the date fixed for the determination of Holders entitled to receive rights or warrants pursuant to 12.02(b) or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after such Determination
Appears in 1 contract
Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:follows (provided that in no event will adjustments to the Conversion Rate solely by reason of clauses (b) through (e) below result in a Conversion Rate that exceeds 26.8168 shares per $1,000 principal amount of Securities):
(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event OS' ’ = the number of shares of Common Stock outstanding immediately after such event.
(a. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 12.2(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, adjusted to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, distribution had not been declared.
(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock Stock, at a price per share less than the average of the Last Reported Sale Prices Price of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rightsissuance, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y formula (provided that the Conversion Rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of Record Date for the issuance of such rights. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrantsdetermination. The Company will shall not issue any such rights rights, options or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:
(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and
(ii) dividends or distributions paid exclusively in cash; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution SP(0) SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the Ex-Dividend Date record date for such distribution FMV = the Fair Market Value fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN“Spin-OFF"), Off”) the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, Record Date fixed for determination of stockholders entitled to receive the effective date for such Spin-Off distribution will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution FMV(0) FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off MP(0) MP0 = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
(d) If the Company pays any cash dividend or distribution made to all or substantially all holders of Common Stock during any quarterly fiscal period is in an aggregate amount that, together with other cash dividends or distributions made during such quarterly fiscal period (the “Current Dividend Rate”), does not equal $0.15 per share (appropriately adjusted from time to time for any share dividends on or subdivisions of the Common Stock) (the “Initial Dividend Rate”), the Conversion Rate will be adjusted based on the following formulas:
(i) if the Current Dividend Rate is greater than the Initial Dividend Rate, the Conversion Rate shall be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' ’ = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) SP0 = the Last Reported Sale Price Prices of the Common Stock on the Trading Day immediately preceding the Exex-Dividend Date dividend date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock in excess of $0.15 (appropriately adjusted from time to time for any share dividends on, or subdivisions of, Common Stock). Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date record date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
(ii) if the Current Dividend Rate is less than the Initial Dividend Rate, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR’ = the Conversion Rate in effect immediately after the Record Date for such distribution SP0 = the Last Reported Sale Prices of the Common Stock on the Trading Day immediately preceding the ex-dividend date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock that is below $0.15 (appropriately adjusted from time to time for any share dividends on, or subdivisions of, Common Stock). Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the final Business Day of the relevant fiscal quarter.
(e) If the Company or any of its Subsidiaries make makes a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock 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 TIME"“Expiration Time”), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' ’ = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires OS' ’ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' ’ = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. If, however, the application of the foregoing formulas (other than the formula set forth in clause (d)(ii)) would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities.
(f) [reserved]If a Securityholder elects to exchange its notes in connection with a specified corporate transaction pursuant to paragraph 7 of the Securities that occurs prior to August 1, 2010, and the corporate transaction also constitutes a Fundamental Change, subject to Section 12.3, the Conversion Rate shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below, provided that if the Stock Price is greater than $90.00 or less than $37.29 (subject in each case to adjustment as described below), the number of Additional Shares shall be zero. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied. 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 corporate transaction (the “Effective Date”) and the Stock Price with respect to such corporate transaction; provided that 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 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. The Stock Prices set forth in the first row of the table in Schedule A hereto and set forth in the first paragraph of this Section 12.2(f) will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to this Section 12.2. 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 Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth in this Section 12.2.
(g) Notwithstanding the foregoing provisions of this Section 12.0212.2, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder of a Security to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's ’s Securities.
(h) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
(i) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.
(j) Notwithstanding any provision herein to the contrary, no adjustment to the Conversion Rate need be made:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date;
(iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid Interest (including any Additional Interest). To the extent the Securities become convertible into cash, assets or property (other than Capital Stock of the Company or securities to which Section 12.03 applies), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.
(k) All calculations under this Section 12.02 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.02, the Company will not adjust the Conversion Rate.
(l) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(m) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d), (ii) the date fixed for the determination of a share split or combination pursuant to Section 12.02(a), (iii) the date fixed for the determination of Holders entitled to receive rights or warrants pursuant to 12.02(b) or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after such Determination
Appears in 1 contract
Samples: Indenture (Manor Care Inc)
Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:
(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event OS' = the number of shares of Common Stock outstanding immediately after such event.
(a. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 12.02(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, adjusted to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, distribution had not been declared.
(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices Price of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rightsissuance, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y formula (provided that the Conversion Rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Trading-Day period ending on the Business Day immediately preceding the date of announcement of Record Date for the issuance of such rights. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrantsdetermination. The Company will shall not issue any such rights rights, options or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:
(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and
(ii) dividends or distributions paid exclusively in cash; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution SP(0) SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Trading-Day period ending on the Business Day immediately preceding the Ex-Dividend Record Date for such distribution FMV = the Fair Market Value fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN“Spin-OFF"Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date for such Spin-Off off will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution FMV(0) FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Trading-Day period after the effective date of the Spin-Off MP(0) MP0 = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Trading-Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
(d) If the Company pays any cash dividend or distribution is made to all or substantially all holders of Common Stock, other than regular quarterly cash dividends that do not exceed $0.10 per share (the “Initial Dividend Threshold”), the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) SP0 = the Last Reported Sale Price Prices of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock in excess of the Initial Dividend Threshold, in the case of a regular quarterly dividend, or, in the case of any other dividend or distribution, the full amount of such dividend or distribution. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate rate that would then be in effect if such dividend or distribution had not been declared. The Initial Dividend Threshold is subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the conversion rate under this clause (d).
(e) If the Company or any of its Subsidiaries make makes a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock 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 TIME"“Expiration Time”), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires OS' = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Trading-Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.
(f) [reserved]If the application of the foregoing formulas would result in a decrease to the Conversion Rate, no adjustment to the Conversion Rate will be made.
(g) Notwithstanding the foregoing provisions of this Section 12.02, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder of a Security to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's ’s Securities.
(h) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
(i) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.
(j) Notwithstanding any provision herein to the contrary, no No adjustment to the Conversion Rate need be made:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date;
(iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid Interest (including any Additional Interest). To the extent the Securities become convertible into cash, assets or property (other than Capital Stock capital stock of the Company or securities to which Section 12.03 applies), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.
(k) All calculations under this Section 12.02 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.02, the Company will not adjust the Conversion Rate.
(l) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' ’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' ’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's ’s last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(m) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d)an event, (ii) the date fixed for the determination of a share split or combination pursuant to Section 12.02(a), or (iii) the date fixed for the determination of Holders entitled to receive rights or warrants pursuant to 12.02(b) or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"“Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after such Determinationmay
Appears in 1 contract
Samples: Indenture (Pier 1 Imports Inc/De)
Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:
(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event OS' ’ = the number of shares of Common Stock outstanding immediately after such event.
(a. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 12.02(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, adjusted to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, distribution had not been declared.
(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices Price of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rightsissuance, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y where, CR(0) formula (provided that the Conversion Rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Trading-Day period ending on the Business Day immediately preceding the date of announcement of Record Date for the issuance of such rights. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrantsdetermination. The Company will shall not issue any such rights rights, options or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:
(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and
(ii) dividends or distributions paid exclusively in cash; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution SP(0) SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Trading-Day period ending on the Business Day immediately preceding the Ex-Dividend Record Date for such distribution FMV = the Fair Market Value fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN“Spin-OFF"Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date for such Spin-Off off will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution FMV(0) FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Trading-Day period after the effective date of the Spin-Off MP(0) MP0 = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Trading-Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
(d) If the Company pays any cash dividend or distribution is made to all or substantially all holders of Common Stock, other than regular quarterly cash dividends that do not exceed $0.10 per share (the “Initial Dividend Threshold”), the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' ’ = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) SP0 = the Last Reported Sale Price Prices of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock in excess of the Initial Dividend Threshold, in the case of a regular quarterly dividend, or, in the case of any other dividend or distribution, the full amount of such dividend or distribution. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate rate that would then be in effect if such dividend or distribution had not been declared. The Initial Dividend Threshold is subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the conversion rate under this clause (d).
(e) If the Company or any of its Subsidiaries make makes a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock 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 TIME"“Expiration Time”), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' ’ = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires OS' ’ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' ’ = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Trading-Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. If the application of the foregoing formula set forth in this clause (e) would result in a decrease to the Conversion Rate, no adjustment to the Conversion Rate will be made.
(f) [reserved]
(g) Notwithstanding the foregoing provisions of this Section 12.02, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder of a Security to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's ’s Securities.
(hg) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 12.02, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
(ih) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.
(ji) Notwithstanding any provision herein to the contrary, no No adjustment to the Conversion Rate need be made:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan, program or contract, equity compensation arrangement or stock purchase plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date;
(iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid Interest (including any Additional Interest). To the extent the Securities become convertible into cash, assets or property (other than Capital Stock of the Company or securities to which Section 12.03 appliesCompany), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.
(kj) All calculations under this Section 12.02 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.02, the Company will not adjust the Conversion Rate.
(lk) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' ’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' ’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's ’s last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(ml) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d)an event, (ii) the date fixed for the determination of stockholders entitled to receive a share split dividend or combination distribution pursuant to Section 12.02(a), (iii) the a date fixed for the determination of Holders stockholders entitled to receive rights or warrants pursuant to Section 12.02(b) ), or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"“Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder holder of any Security converted after such DeterminationDetermination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 12.01. For purposes of this Section 12.02(l), the term “Adjustment Event” shall mean:
Appears in 1 contract
Samples: Indenture (Pier 1 Imports Inc/De)
Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:
(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event OS' ’ = the number of shares of Common Stock outstanding immediately after such event.
(a. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combination. If any dividend or distribution of the type described in this Section 12.02(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, adjusted to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, distribution had not been declared.
(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rightsissuance, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y formula (provided that the Conversion Rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrants. The Company will not issue any such rights or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:
(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and
(ii) dividends or distributions paid exclusively in cash; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution SP(0) SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the Ex-Dividend Date for such distribution FMV = the Fair Market Value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN“Spin-OFF"Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date for such Spin-Off will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution FMV(0) FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off MP(0) MP0 = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
(d) If the Company pays any cash dividend or distribution is made to all or substantially all holders of Common Stock, other than regular quarterly cash dividends that do not exceed $0.14 per share (the “Initial Dividend Threshold”), the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' ’ = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock in excess of the Initial Dividend Threshold, in the case of a regular quarterly dividend, or, in the case of any other dividend or distribution, the full amount of such dividend or distribution. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. The Initial Dividend Threshold is subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the Conversion Rate under this clause (d).
(e) If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock 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 TIME"“Expiration Time”), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' ’ = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires OS' ’ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' ’ = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.
(f) [reserved]
(g) Notwithstanding the foregoing provisions of this Section 12.02, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's ’s Securities.
(h) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
(i) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.
(j) Notwithstanding any provision herein to the contrary, no adjustment to the Conversion Rate need be made:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date;
(iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid Interest (including any Additional Interest). To the extent the Securities become convertible into cash, assets or property (other than Capital Stock of the Company or securities to which Section 12.03 applies), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.
(k) All calculations under this Section 12.02 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.02, the Company will not adjust the Conversion Rate.
(l) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' ’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' ’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's ’s last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(m) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d), (ii) the date fixed for the determination of a share split or combination pursuant to Section 12.02(a), (iii) the date fixed for the determination of Holders entitled to receive rights or warrants pursuant to 12.02(b) ), or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"“Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after such DeterminationDetermination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 12.01. For purposes of this Section 12.02(m), the term “Adjustment Event” shall mean:
Appears in 1 contract
Samples: Indenture (Group 1 Automotive Inc)
Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:
(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event OS' = the number of shares of Common Stock outstanding immediately after such event.
(aevent Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 12.02(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, had not been declared.
(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rightsrights or warrants, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights or warrants Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights. rights or warrants Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrants. The Company will not issue any such rights or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:
(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and
(ii) dividends or distributions paid exclusively in cash; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution SP(0) SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the Ex-Dividend Date for such distribution FMV = the Fair Market Value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN“Spin-OFF"Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date for such Spin-Off will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution adjustment CR' = the Conversion Rate in effect immediately after such distribution FMV(0) adjustment FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off MP(0) MP0 = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
(d) If the Company pays any cash dividend or distribution to all or substantially all holders of Common Stock, the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
(e) If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (such last date, the "EXPIRATION TIME"“Expiration Time”), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) CR0 = the Conversion Rate in effect on the date such tender offer or exchange offer expires CR' = the Conversion Rate in effect on the day next succeeding the date such tender offer or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender offer or exchange offer OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender offer or exchange offer expires OS' = the number of shares of Common Stock outstanding immediately after the date such tender offer or exchange offer expires SP' ’ = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender offer or exchange offer expires. If the Company is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made.
(f) [reserved]
(g) Notwithstanding the foregoing provisions of this Section 12.02, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder to convert, for any distribution described therein if the Holder Holder, as a result of holding the Securities, will otherwise participate in the distribution without conversion of such Holder's ’s Securities.
(h) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
(i) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.
(j) Notwithstanding any provision herein to the contrary, no adjustment to the Conversion Rate need be made:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date;
(iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid Interest interest (including any Additional Interest, if any). To the extent the Securities become convertible into cash, assets or property (other than Capital Stock of the Company or securities to which Section 12.03 applies), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.
(k) All calculations under this Section 12.02 and Section 12.03 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.0212.02 and Section 12.03, the Company will not adjust the Conversion Rate.
(l) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' ’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' ’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's ’s last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(m) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d), (ii) the date fixed for the determination of a share split or combination pursuant to Section 12.02(a), (iii) the date fixed for the determination of Holders entitled to receive rights or warrants pursuant to 12.02(b) or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"“Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after such DeterminationDetermination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such Holder any amount in cash in lieu of any
Appears in 1 contract
Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:
(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event OS' ’ = the number of shares of Common Stock outstanding immediately after such event.
(a. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 12.02(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, had not been declared.
(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock Stock, at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' ’ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rights. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrants. The Company will not issue any such rights or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors.
(c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:
(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and
(ii) dividends or distributions paid exclusively referred to in cashclause (d) below; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution SP(0) SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the Ex-Dividend Date for such distribution FMV = the Fair Market Value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN“Spin-OFF"Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date for such Spin-Off will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' ’ = the Conversion Rate in effect immediately after such distribution FMV(0) FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off MP(0) MP0 = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
(d) If the Company pays any cash dividend or distribution to all or substantially all holders of Common Stock, the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' ’ = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
(e) If the Company or any of its Subsidiaries make a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (such last date, the "EXPIRATION TIME"“Expiration Time”), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) CR0 = the Conversion Rate in effect on the date such tender offer or exchange offer expires CR' ’ = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender offer or exchange offer OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires OS' ’ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' ’ = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. expires If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.
(f) [reserved]
(g) Notwithstanding the foregoing provisions of this Section 12.02, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's ’s Securities.
(hg) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
(ih) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.
(ji) Notwithstanding any provision herein to the contrary, no adjustment to the Conversion Rate need be made:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date;
(iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid Interest (including any Additional Interest)interest. To the extent the Securities become convertible into cash, assets or property (other than Capital Stock of the Company or securities to which Section 12.03 applies), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.
(kj) All calculations under this Section 12.02 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.02, the Company will not adjust the Conversion Rate.
(lk) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' ’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' ’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's ’s last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(ml) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d), (ii) the date fixed for the determination of a share split or combination pursuant to Section 12.02(a), (iii) the date fixed for the determination of Holders entitled to receive rights or warrants pursuant to 12.02(b) or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"“Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after such DeterminationDetermination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 12.01. For purposes of this Section 12.02(l), the term “Adjustment Event” shall mean:
Appears in 1 contract
Samples: Indenture (Delta Petroleum Corp/Co)
Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from time to time by the Company as follows:
(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula: OS' CR' = CR(0) x ----- OS(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' CR′ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event OS' OS′ = the number of shares of Common Stock outstanding immediately after such event.
(a. Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 12.02(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Conversion Rate shall again be adjusted, effective as of the date the Board of Directors determines not to pay such divided or distribution, or subdivide or combine the outstanding shares of Common Stock, as the case may be, adjusted to the Conversion Rate that would then be in effect if such dividend or distribution, or subdivision or combination, distribution had not been declared.
(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices Price of the Common Stock for the 10 consecutive Trading Day period ending on the Business Day immediately preceding the date of announcement of the issuance of such rightsissuance, the Conversion Rate will be adjusted based on the following formula: OS(0) + X CR' = CR(0) x --------- OS(0) + Y formula (provided that the Conversion Rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such event CR' CR′ = the Conversion Rate in effect immediately after such event OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Trading-Day period ending on the Business Day immediately preceding the date of announcement of Record Date for the issuance of such rights. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for determination of Holders entitled to receive such rights or warrantsdetermination. The Company will shall not issue any such rights rights, options or warrants in respect of any shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:
(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above; and
(ii) dividends or distributions paid exclusively in cash; then the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x ----------- SP(0) - FMV where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' CR′ = the Conversion Rate in effect immediately after such distribution SP(0) SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Trading-Day period ending on the Business Day immediately preceding the Ex-Dividend Record Date for such distribution FMV = the Fair Market Value fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the Record Date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the Record Date date fixed for the determination of stockholders entitled to receive such distribution. With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "SPIN“Spin-OFF"Off”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date for such Spin-Off off will be increased based on the following formula: FMV(0) + MP(0) CR' = CR(0) x -------------- MP(0) where, CR(0) CR0 = the Conversion Rate in effect immediately prior to such distribution CR' CR′ = the Conversion Rate in effect immediately after such distribution FMV(0) FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Trading-Day period after the effective date of the Spin-Off MP(0) MP0 = the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Trading-Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
(d) If the Company pays any cash dividend or distribution is made to all or substantially all holders of Common Stock, other than regular quarterly cash dividends that do not exceed $0.10 per share (the “Initial Dividend Threshold”), the Conversion Rate will be adjusted based on the following formula: SP(0) CR' = CR(0) x --------- SP(0) - C where, CR(0) CR0 = the Conversion Rate in effect immediately prior to the Record Date for such distribution CR' CR′ = the Conversion Rate in effect immediately after the Record Date for such distribution SP(0) SP0 = the Last Reported Sale Price Prices of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Stock in excess of the Initial Dividend Threshold, in the case of a regular quarterly dividend, or, in the case of any other dividend or distribution, the full amount of such dividend or distribution. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate rate that would then be in effect if such dividend or distribution had not been declared. The Initial Dividend Threshold is subject to adjustment in a manner inversely proportional to adjustments to the Conversion Rate; provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the conversion rate under this clause (d).
(e) If the Company or any of its Subsidiaries make makes a payment in respect of a tender or exchange offer for Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock 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 TIME"“Expiration Time”), the Conversion Rate will be increased based on the following formula: AC + (SP' x OS') CR' = CR(0) x ---------------- OS(0) x SP' where, CR(0) CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' CR′ = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer OS(0) OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires OS' OS′ = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires SP' SP′ = the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Trading-Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. If the application of the foregoing formula set forth in this clause (e) would result in a decrease to the Conversion Rate, no adjustment to the Conversion Rate will be made.
(f) [reserved]
(g) Notwithstanding the foregoing provisions of this Section 12.02, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of a Holder of a Security to convert, for any distribution described therein if the Holder will otherwise participate in the distribution without conversion of such Holder's ’s Securities.
(hg) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (e) of this Section 12.02 12.02, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.
(ih) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 Business Days days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.
(ji) Notwithstanding any provision herein to the contrary, no No adjustment to the Conversion Rate need be made:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan, program or contract, equity compensation arrangement or stock purchase plan or program of or assumed by the Company or any of its Subsidiaries;
(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the Issue Date;
(iv) for a change in the par value of the Common Stock; or
(v) for accrued and unpaid Interest (including any Additional Interest). To the extent the Securities become convertible into cash, assets or property (other than Capital Stock of the Company or securities to which Section 12.03 appliesCompany), no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.
(kj) All calculations under this Section 12.02 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. Except as described above in this Section 12.02, the Company will not adjust the Conversion Rate.
(lk) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' ’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers' ’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at such Holder's ’s last address appearing on the Securities Register provided for in Section 2.05 of this Indenture within 20 Business Days days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(ml) Any case in which this Section 12.02 provides that an adjustment shall become effective immediately after (i) a Record Date for a dividend or distribution described in Section 12.02(a), Section 12.02(c) or Section 12.02(d)an event, (ii) the date fixed for the determination of stockholders entitled to receive a share split dividend or combination distribution pursuant to Section 12.02(a), (iii) the a date fixed for the determination of Holders stockholders entitled to receive rights or warrants pursuant to Section 12.02(b) ), or (iv) the Expiration Time for any tender or exchange offer pursuant to Section 12.02(e), (each a "DETERMINATION DATE"“Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder holder of any Security converted after such DeterminationDetermination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 12.01. For purposes of this Section 12.02(l), the term “Adjustment Event” shall mean:
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Samples: Indenture (Pier 1 Imports Inc/De)